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limitations on any and all potential causes of action against the City as set forth in Section 8 of
<br />this Agreement.
<br />7.4. Notice and Cure Rights. Notwithstanding anything stated to the contrary in this
<br />Agreement, City shall have no right to terminate any of the rights of any Owner under this
<br />Agreement unless such Owner has failed to cure any default under this Agreement giving rise to
<br />any such termination right within the cure periods expressly provided for above in this Section 7.
<br />8. LITIGATION
<br />8.1. Third -Party Litigation Concerning Agreement. Owner shall defend, at its expense,
<br />including attorneys' fees, indemnify, and hold harmless City, its agents, officers and employees
<br />from any claim, action or proceeding against City, its agents, officers, or employees to attack, set
<br />aside, void, or annul the approval of this Agreement, any document prepared for the Project in
<br />compliance with the California Environmental Quality Act, or the approval of any permit or
<br />entitlement granted pursuant to this Agreement for the Project. City shall promptly notify Owner
<br />of any claim, action, proceeding or determination included within this Section 8.1 no later than
<br />fourteen (14) business days and City's receipt of service of process and City shall cooperate in the
<br />defense. If City fails to promptly notify Owner of any such claim, action, proceeding or
<br />determination as required by this Section, or if City fails to cooperate in the defense, Owner shall
<br />not thereafter be responsible to defend, indemnify, or hold harmless City as to that claim, action,
<br />proceeding, or determination. City may in its discretion participate in the defense.
<br />8.2. Environmental Assurances. Owner shall indemnify and hold City, its officers, agents, and
<br />employees free and harmless from any liability, based or asserted, upon any act or omission of
<br />Owner, its officers, agents, employees, subcontractors, predecessors in interest, successors,
<br />assigns and independent contractors for any violation of any federal, state or local law, ordinance
<br />or regulation relating to industrial hygiene or to environmental conditions on, under or about the
<br />Property, including, but not limited to, soil and groundwater conditions, and Owner shall defend,
<br />at its expense, including attorneys' fees, City, its officers, agents and employees in any action
<br />based or asserted upon any such alleged act or omission. City may in its discretion participate in
<br />the defense.
<br />8.3. Reservation of Rivhts. With respect to Section 8.1 and Section 8.2 herein, City reserves,
<br />the right to either (1) approve the attorney(s) that the indemnifying party selects, hires or
<br />otherwise engages to defend the indemnified party hereunder, which approval shall not be
<br />unreasonably withheld, conditioned, or delayed; or (2) conduct its own defense; provided,
<br />however, that the indemnifying party shall reimburse the indemnified party forthwith for any and
<br />all reasonable expenses incurred for such defense, including attorneys' fees, upon billing and
<br />accounting therefor.
<br />8.4. Challenge to Existing Land Use Approvals. By accepting the benefits of this Agreement,
<br />Owner, on behalf of itself and its successors in interest, hereby expressly agrees and covenants
<br />not to sue or otherwise challenge any land use approval affecting the Property and in effect as of
<br />the Effective Date. Such agreement and covenant includes, without limitation, the covenant
<br />against any direct suit by Owner or its successor in interest, or any participation, encouragement
<br />or involvement whatsoever that is adverse to City by Owner or its successor in interest, other than
<br />as part of required response to lawful orders of a court or other body of competent jurisdiction.
<br />Owner hereby expressly waives, on behalf of itself and its successors in interest, any claim or
<br />challenge to any land use approval affecting the Property and in effect as of the Effective Date.
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