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<br /> 24 <br /> <br /> <br />independent defense counsel at its own expense. If, in the exercise of its sole discretion, <br />Developer agrees to pay for defense counsel for City, Developer shall jointly participate in the <br />selection of such counsel. The City shall not settle any third party litigation of Project Approvals <br />without Developer’s consent, which consent shall not be unreasonably withheld, conditioned or <br />delayed, subject to Developer’s rights under this Agreement. <br />6.5. Revision to Project. <br />In the event of a court order issued as a result of a successful legal challenge, City shall, <br />to the extent permitted by law or court order, in good faith seek to comply with the court order in <br />such a manner as will maintain the integrity of the Project Approvals and avoid or minimize to <br />the greatest extent possible (i) any impact to the development of the Project as provided for in, <br />and contemplated by, the Vested Elements, or (ii) any conflict with the Vested Elements or <br />frustration of the intent or purpose of the Vested Elements. <br />6.6. State, Federal or Case Law. <br />Where any state, federal or case law allows City to exercise any discretion or take any act <br />with respect to that law, City shall, in an expeditious and timely manner, at the earliest possible <br />time, (a) exercise its discretion in such a way as to be consistent with, and carry out the terms of, <br />this Agreement and (b) take such other actions as may be necessary to carry out in good faith the <br />terms of this Agreement. <br />6.7. Defense of Agreement. <br />City shall take all actions that are necessary or advisable to uphold the validity and <br />enforceability of this Agreement. If this Agreement is adjudicated or determined to be invalid or <br />unenforceable, City agrees, subject to all legal requirements, to consider modifications to this <br />Agreement to render it valid and enforceable to the extent permitted by applicable law. <br />Developer shall pay all of City’s reasonable and documented costs, including attorneys’ fees and <br />experts’ costs, incurred to modify or defend this Agreement. <br />ARTICLE 7. <br />TRANSFERS AND ASSIGNMENTS <br />7.1. Right to Assign. <br />Developer shall have the right to sell, assign or transfer (“Transfer”) in whole or in part <br />its rights, duties and obligations under this Development Agreement, to any person or entity at <br />any time during the Term of this Development Agreement without the consent of City; provided, <br />however, in no event shall the rights, duties and obligations conferred upon Developer pursuant <br />to this Development Agreement be at any time so Transferred except through a transfer of the <br />Property. In the event of a transfer of a portion of the Property, Developer shall have the right to <br />Transfer its rights, duties and obligations under this Development Agreement that are applicable <br />to the transferred portion, and to retain all rights, duties and obligations applicable to the retained <br />portions of the Property. Upon Developer’s request, City shall cooperate with Developer and <br />any proposed transferee to allocate rights, duties and obligations under this Development <br />Agreement and the Project Approvals among the transferred Property and the retained Property.