Inst 2014153467 - Laserfiche WebLink

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