04-12-1984 Industrial Development Corporation Board of Directors Meeting minutes

Browse Search

CITY OF LA PORTED L'STRIAL DEVELOPMENT CORPORATION Page 6 Application for Financing employ separate counsel in any such action and participate in the investigation and defense thereof, but the fees and ex- penses of such counsel shall be paid by the Indemnified Party unless (a) the employment of such counsel has been specific- ally authorized by the Applicant, in writing, (b) the Appli- cant has failed to assume the defense and to employ counsel or (c) the named parties to any such action (including any impleaded parties) include both an Indemnified Party and the Applicant, and said Indemnified Party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Applicant (in which case, if the In- demnified Party notifies the Applicant in writing that it elects to employ separate counsel at the Applicant's expense, the Applicant shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the Applicant shall not, in con- nection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Indemnified Party, which firm shall be designated in writing by said Indemnified Party). The Indemnified Party, as a condition of such in- demnity, shall use its best efforts to cooperate with the .Applicant in the defense of any. such action or.claim. The Applicant shall not be liable for any settlement of any such action without its consent but, if any such action is settled with the consent of the Applicant or if there be final judg- ment for the plaintiff in any such action, the Applicant agrees to indemnify and hold harmless the Indemnified Parties from and against any Loss by reason of such settlement or judgment. b• Fees and Expenses: Applicant agrees to pay all reasonable and necessary costs, expenses and fees incurred by the Corporation in connection with the issuance of the bonds or in connection with the Project, including but not limited to the out-of- pocket expenses incurred by the Corporation's personnel; fees for legal services and out-of-pocket expenses of the Corpo- ration's Counsel fees and out -of -.pocket expenses for con- sulting advice of the Corporation's consulting engineers; fees and expenses required in connection with the underwriting or placement of the Bonds; fees and out-of-pocket expenses of Bond Counsel; fees and out-of-pocket expenses of the trustee; all recording costs; Blue Sky and legal investment survey costs, rating agencies; fees and printing costs; and all