Common use of Conduct of Claims Clause in Contracts

Conduct of Claims. In connection with any indemnification provided hereunder, the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a claim, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. Within thirty (30) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty (30) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a claim with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a claim at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a claim is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld.

Conduct of Claims. (i) In connection with the event of any indemnification provided hereunderclaim of indemnification, the indemnified party may make claims for indemnification by giving shall give reasonably prompt written notice thereof to the indemnifying party after it receives notice of a claimclaim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. Within thirty fifteen (3015) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty fifteen (3015) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. . (ii) The indemnifying party shall be entitled to direct the defense against a claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim or liability without the consent of the indemnified party party, provided that such the settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and ; (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwiseotherwise (other than the payment of damages indemnified hereunder); and (iii) the indemnified party receives five days advance notice of the settlement. In the event that any such settlement does not meet the requirements of (i) and (ii) above), then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed.

Conduct of Claims. In connection with any The Party entitled to indemnification provided hereunder, under this Article (the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a claim, but the failure to do so "Indemnified Party") shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. Within thirty (30) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty (30) days reasonably promptly after the receipt of notice thereofof any legal action or claim against such Indemnified Party in respect of which indemnification may be sought pursuant to this Article, it notify the other Party (the "Indemnifying Party") of such action claim. The Indemnifying Party shall not be deemed to have accepted and agreed obligated to indemnify the Indemnified Party with respect to any such action or claim if the Indemnified Party knowingly fails to notify the Indemnifying Party thereof in accordance with the provisions of this Article in sufficient time to permit the Indemnifying Party to defend against such matter and to make a timely response thereto, including any responsive motion or answer to a complaint, petition, notice or other legal, equitable or administrative process relating to the action or claim, but only in so far as such knowing failure to notify the Indemnifying Party has actually resulted in prejudice or damage to the Indemnifying Party. The indemnifying party In case any such action or claim shall be entitled to direct made or brought against the Indemnified Party, the Indemnifying Party may, or if so requested by the Indemnified Party shall, assume the defense against a claim thereof with counsel selected by it (subject of its selection reasonably acceptable to the consent of Indemnified Party and which shall be reasonably competent and experienced to defend the indemnified partyIndemnified Party. In such circumstances, which consent the Indemnified Party shall not be unreasonably withheld(i) as long at no cost or expense to the Indemnified Party, cooperate with the Indemnifying Party and provide the Indemnifying Party with such information and assistance as the indemnifying party is conducting a good faith Indemnifying Party shall reasonably request in connection with such action or claim and diligent defense. The indemnified party shall (ii) at all times its own expense; have the right to fully participate and be represented by counsel of its own choice in any such action or with respect to any such claim. If the Indemnifying Party assumes the defense of a the relevant claim at or action, (a) the Indemnifying Party shall not be liable for any settlement thereof which is made without its own expense directly consent and (b) the Indemnifying Party shall control the settlement of such claim or through counselaction; provided, however, that if the named parties Indemnifying Party shall not conclude any settlement which requires any action or forbearance from action or payment or admission by the Indemnified Party or any of its Affiliates without the prior approval of the Indemnified Party. The obligations of an Indemnifying Party shall not extend to any loss, damage and expense of whatever kind and nature (including all related costs and expenses) to the extent the same results from the taking by the Indemnified Party of any action (unless required by law or applicable legal process) after the assertion of any claim which gave rise to the obligation to indemnify which prejudices the successful defense of the action or proceeding include both the indemnifying party and the indemnified partyclaim, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conductwithout, in any such case, the indemnified party may engage separate counsel at the expense prior written consent of the indemnifying party. If no Indemnifying Party (such notice of intent to dispute and defend a claim is given by the indemnifying party, or if such good faith and diligent defense is consent not being or ceases to be conducted by required in a case where the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake Indemnifying Party has not assumed the defense of such claim (with the action or claim). The Indemnified Party agrees to afford the Indemnifying Party and its counsel selected by the indemnified party)opportunity to be present at, and to compromise participate in, conferences with all Persons, including Governmental Authorities, asserting any claim or settle it, exercising reasonable business judgment. If action against the claim is one that by its nature cannot be defended solely Indemnified Party covered by the indemnifying party, then the indemnified party shall make available indemnity contained in this Article or conferences with representatives of or counsel for such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheldperson.

Conduct of Claims. A. In connection with any the indemnification provided hereunderby State Street to PIMCO or the Trust pursuant to Section VIII.A. as well as the indemnification provided by PIMCO to State Street pursuant to Section VIII.B, the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a third-party claim, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. asserted by the third party. B. Within thirty fifteen (3015) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty fifteen (3015) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. . C. The indemnifying party shall be entitled to direct the defense against a third-party claim with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third-party claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed.

Conduct of Claims. In connection with 12.5.1 Each Indemnified Person shall notify the relevant Indemnifying Party as soon as reasonably practicable of any indemnification provided hereunderClaim being made, taken or threatened, against any Indemnified Person which is reasonably likely to give rise to a Claim under Clause 12 and shall keep the indemnified party may make claims for indemnification by giving written notice thereof relevant Indemnifying Party reasonably informed of progress in respect of any such Claim, including steps proposed to be taken to defend any related proceedings, and shall, to the indemnifying party after it receives notice extent reasonably practicable, consult with the relevant Indemnifying Party as to any such Claim, proceedings or steps and provide information and copies of such documents relating to the Claim as the Indemnifying Party may request, provided that such Indemnified Person shall not be under any obligation to provide the Indemnifying Party with a claim, but the copy of any document which is or may be legally privileged. Any failure to do so notify the relevant Indemnifying Party, to keep the relevant Indemnifying Party informed or to consult with the relevant Indemnifying Party as aforesaid shall not relieve the indemnifying party from relevant Indemnifying Party of any liability obligations under this Agreement except to the extent that it the relevant Indemnifying Party is materially prejudiced by such omission and shall not relieve the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and relevant Indemnifying Party of any claim other obligation or liability being asserted. Within thirty (30) days after receiving that the relevant Indemnifying Party may have to any Indemnified Person otherwise than under this Agreement. 12.5.2 Each Indemnified Person shall not admit liability in relation to or settle any such notice, Claim without the indemnifying party shall give prior written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty (30) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a claim with counsel selected by it (subject to the consent of the indemnified partyrelevant Indemnifying Party (such consent not to be unreasonably withheld or delayed). Each Indemnifying Party agrees that it shall not, without the prior written consent of the Joint Global Coordinators (on behalf of the Managers) settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Claim or action in respect of which consent shall indemnification may be sought under this Clause 12 (whether or not any of the Managers is an actual or potential party to such Claim), unless such settlement, compromise or consent: (a) includes an unconditional release of the Managers from all liability arising out of such Claim; and (b) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any of the Managers 12.5.3 If the relevant Indemnifying Party so elects, subject to: (i) the relevant Indemnified Person’s insurers confirming that rights under its policies of insurance will not be unreasonably withheldprejudiced; and (ii) as long as the indemnifying party is conducting a good faith and diligent defense. The relevant Indemnified Person being indemnified party shall at all times have to its reasonable satisfaction against any cost, claim or expense which it might suffer or incur, the right to fully participate in Indemnifying Party may assume the defense defence of a claim at its own expense directly or through counsel; provided, however, that if the named parties to the action with legal advisers chosen by it and approved by the relevant Indemnified Person. Notwithstanding such election such Indemnified Person may employ separate legal advisers, and the Indemnifying Party shall bear the reasonable and documented fees and expenses of such separate legal advisers if: (i) the use of the legal advisers chosen by the Indemnifying Party to represent such Indemnified Person would present such legal advisers with a conflict of interest (based upon advice of counsel to such Indemnified Person); (ii) the actual or proceeding potential defendants in, or targets of, any such action include both the indemnifying party relevant Indemnified Person and the indemnified party, Indemnifying Party and such Indemnified Person concludes that there may be legal defences available to it which are different from or additional to those available to the indemnified party is advised that representation Indemnifying Party (based upon advice of both parties by counsel to the same counsel would be inappropriate under applicable standards relevant Indemnified Person); (iii) the Indemnifying Party shall not have employed legal advisers satisfactory to the relevant Indemnified Person to represent the Indemnifying Party within reasonable time after notice of professional conduct, the indemnified party may engage institution of such action; or (iv) the Indemnifying Party authorises the relevant Indemnified Person to employ separate counsel legal advisers at the expense of the indemnifying party. If no such notice of intent to dispute and defend a claim is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheldIndemnifying Party.

Conduct of Claims. A. In connection with any the indemnification provided hereunderby the Custodian to a Fund pursuant to Section 7.2 as well as the indemnification provided by a Fund to the Custodian pursuant to Section 7.2, the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a third-party claim, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. asserted by the third party. B. Within thirty (30) days (or such other period as the parties may agree in writing) after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third-party claim at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty (30) days (or such other period as the parties may agree in writing) after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. . C. The indemnifying party shall be entitled to direct the defense against a third-party claim with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third-party claim at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third-party claim is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim (with counsel selected by the indemnified party), and to compromise or settle it, exercising State Street: Limited Access reasonable business judgment. If the third-party claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed.

Conduct of Claims. In connection with the event of any indemnification provided hereunderpotential indemnity obligation under this Section 11, the indemnified party may make claims for indemnification by giving written notice thereof to will (i) promptly notify the indemnifying party after it receives notice in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense; provided that the indemnified party may engage its own legal counsel at the indemnified party’s sole cost and expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim, but the failure to do so shall claim under this Section 11 will not relieve the indemnifying party from any liability of its indemnity obligations, except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. Within thirty (30) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty (30) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a claim with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a claim at its own expense directly or through counsel; provided, however, not liable for any litigation expenses that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties incurred prior to the date on which notice was given or for any damages and/or costs resulting from any material prejudice caused by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such delay or failure to provide timely notice of intent to dispute and defend a claim is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to may not settle any third-party claim without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject would bind the indemnified party to any additional obligationobligation (other than payment covered by the indemnifying party or ceasing to use the infringing materials) or require any admission of fault by the indemnified party, whether financial without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or otherwisedelayed. In the event that any such settlement does The indemnifications obligations under this Section 11 will not meet the requirements of (i) and (ii) above, then apply if the indemnified party must consent settles or makes any admission with respect to such settlement in writing, which consent shall not be unreasonably withhelda claim without the indemnifying party’s prior written consent.

Conduct of Claims. a. In connection with any the indemnification provided hereunderby the Delegate to the Fund pursuant to Section 11.b. as well as the indemnification provided by the Fund to the Delegate pursuant to Section 11.a., the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a claim, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. . b. Within thirty fifteen (3015) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty fifteen (3015) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. . c. The indemnifying party shall be entitled to direct the defense against a claim with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a claim at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a claim is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed.

Conduct of Claims. In connection with the event of any indemnification provided hereunderpotential indemnity obligation under this Section 10, the indemnified party may make claims for indemnification by giving written notice thereof to will (i) promptly notify the indemnifying party after it receives notice in writing of a the claim, but (ii) allow the failure indemnifying party the right to do so shall control the LQYHVWLJDWLRQ GHIHQVH DQG VHWWOHPHQW LI DSSOLFDEOH RI provided that the indemnified party may engage its own legal counsel at the indemnified party¶V VROH FRVW expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying SDUW\¶V H[SHQVH )DLOXUH E\ WKH LQGHPQLILHG SDUW\10 wWilRl not relieve the indemnifying party from any liability of its indemnity obligations, except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. Within thirty (30) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty (30) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a claim with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a claim at its own expense directly or through counsel; provided, however, not liable for any litigation expenses that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties incurred prior to the date on which notice was given or for any damages and/or costs resulting from any material prejudice caused by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such delay or failure to provide timely notice of intent to dispute and defend a claim is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to may not settle any third-party claim without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject would bind the indemnified party to any additional obligationobligation (other than payment covered by the indemnifying party or ceasing to use the infringing materials) or require QRWL DQ\ DGPLVVLRQ RI IDXOW E\ WKH LQGHPQLILHG SDUW\ ZLWKRXW not to be unreasonably withheld, whether financial conditioned or otherwisedelayed. In the event that any such settlement does The indemnification obligations under this Section 10 will not meet the requirements of (i) and (ii) above, then apply if the indemnified party must consent settles or makes any admission with respect to such settlement in writing, which consent shall not be unreasonably withheld.a claim without the indemnifying SDUW\¶V SULRU ZULWWHQ FRQVHQW

Conduct of Claims. In connection with the event of any indemnification provided hereunderpotential indemnity obligation under this Section 9, the indemnified party may make claims for indemnification by giving written notice thereof to will (i) promptly notify the indemnifying party after it receives notice in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense; provided that the indemnified party may engage its own legal counsel at the indemnified party’s sole cost and expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim, but the failure to do so shall claim under this Section 9 will not relieve the indemnifying party from any liability of its indemnity obligations, except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. Within thirty (30) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty (30) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a claim with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a claim at its own expense directly or through counsel; provided, however, not liable for any litigation expenses that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties incurred prior to the date on which notice was given or for any damages and/or costs resulting from any material prejudice caused by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such delay or failure to provide timely notice of intent to dispute and defend a claim is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to may not settle any third-party claim without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject would bind the indemnified party to any additional obligationobligation (other than payment covered by the indemnifying party or ceasing to use the infringing materials) or require any admission of fault by the indemnified party, whether financial without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or otherwisedelayed. In the event that any such settlement does The indemnification obligations under this Section 9 will not meet the requirements of (i) and (ii) above, then apply if the indemnified party must consent settles or makes any admission with respect to such settlement in writing, which consent shall not be unreasonably withhelda claim without the indemnifying party’s prior written consent.

Conduct of Claims. In connection with any The party entitled to indemnification provided hereunderunder this Article IX (the "Indemnified Party") shall reasonably promptly, the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a claim, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. Within thirty (30) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty (30) days after the receipt of notice thereofof any legal action or claim against such Indemnified Party in respect of which indemnification may be sought pursuant to this Article IX, it notify the other Party (the "Indemnifying Party") of such action or claim. The Indemnifying Party shall not be deemed to have accepted and agreed obligated to indemnify the claim. The indemnifying party shall be entitled Indemnified Party with respect to direct the defense against a any such action or claim with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a claim at its own expense directly or through counsel; provided, however, that if the named parties Indemnified Party knowingly fails to notify the Indemnifying Party thereof in accordance with the provisions of this Article IX in sufficient time to permit the Indemnifying Party to defend against such matter and to make a timely response thereto, including, without limitation, any responsive motion or answer to a complaint, petition, notice or other legal, equitable or administrative process relating to the action or proceeding include both claim, but only in so far as such knowing failure to notify the indemnifying party and Indemnifying Party has actually resulted in prejudice or damage to the indemnified party, and Indemnifying Party. In case any such action or claim shall be made or brought against the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conductIndemnified Party, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a claim is given by the indemnifying partyIndemnifying Party may, or if such good faith and diligent defense is not being or ceases to be conducted so requested by the indemnifying partyIndemnified Party shall, assume the defense thereof with counsel of its selection reasonably acceptable to the Indemnified Party and which shall be reasonably competent and experienced to defend the Indemnified Party. In such circumstances, the indemnified party Indemnified Party shall have (a) at no cost or expense to the right, at Indemnified Party cooperate with the expense of Indemnifying Party and provide the indemnifying party, to undertake the defense of such claim (Indemnifying Party with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may Indemnifying Party shall reasonably request in connection with such action or claim and shall cooperate with the indemnifying party in such defense(b) at its own expense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle participate and be represented by counsel of its own choice in any third-party claim without such action or with respect to any such claim. If the consent Indemnifying Party assumes the defense of the indemnified party provided that such settlement relevant claim or action, (i) fully releases the indemnified party from Indemnifying Party shall not be liable for any liability and provides no admission of wrongdoing, settlement thereof which is made without its consent and (ii) does the Indemnifying Party shall control the settlement of such claim or action; PROVIDED, HOWEVER, that the Indemnifying Party shall not subject conclude any settlement which requires any action or forbearance from action or payment or admission by the indemnified party Indemnified Party or any of its affiliates without the prior written approval of the Indemnified Party. The obligations of an Indemnifying Party shall not extend to any additional obligationloss, whether financial damage or otherwise. In expense of whatever kind and nature (including all related costs and expenses) to the event extent the same results from the taking by the Indemnified Party of any action (unless required by law or applicable legal process) that prejudices the successful defense of the action or claim without, in any such settlement does case, the prior written consent of the Indemnifying Party (such consent not meet to be required in a case where the requirements Indemnifying Party has not assumed the defense of (i) the action or claim). The Indemnified Party agrees to afford the Indemnifying Party and (ii) aboveits counsel the opportunity to be present at, then and to participate in, conferences with all persons, including governmental authorities, asserting any claim or action against the indemnified party must consent to Indemnified Party covered by the indemnity contained in this Article IX or conferences with representatives of or counsel for such settlement in writing, which consent shall not be unreasonably withheldperson.

Conduct of Claims. In connection with the event of any indemnification provided hereunderpotential indemnity obligation under this Section 14, the indemnified party may make claims for indemnification by giving written notice thereof to will (i) promptly notify the indemnifying party after it receives notice in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense; provided that the indemnified may engage its own legal counsel at the indemnified’s sole cost and expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim, but the failure to do so shall claim under this Section 14.3 will not relieve the indemnifying party from any liability of its indemnity obligations, except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. Within thirty (30) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty (30) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a claim with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a claim at its own expense directly or through counsel; provided, however, not liable for any litigation expenses that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties incurred prior to the date on which notice was given or for any damages and/or costs resulting from any material prejudice caused by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such delay or failure to provide timely notice of intent to dispute and defend a claim is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to may not settle any third-party claim without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject would bind the indemnified party to any additional obligationobligation (other than payment covered by the indemnifying party or ceasing to use the infringing materials) or require any admission of fault by the indemnified party, whether financial without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or otherwisedelayed. In the event that any such settlement does The indemnifications obligations under this Section 14 will not meet the requirements of (i) and (ii) above, then apply if the indemnified party must consent settles or makes any admission with respect to such settlement in writing, which consent shall not be unreasonably withhelda claim without the indemnifying party’s prior written consent.

Conduct of Claims. In connection with the event of any indemnification provided hereunderpotential indemnity obligation under this Section 10, the indemnified party may make claims for indemnification by giving written notice thereof to will (i) promptly notify the indemnifying party after it receives notice in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defense and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense; provided that the indemnified party may engage its own legal counsel at the indemnified party’s sole cost and expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim, but the failure to do so shall claim under this Section 10 will not relieve the indemnifying party from any liability of its indemnity obligations, except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. Within thirty (30) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty (30) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a claim with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a claim at its own expense directly or through counsel; provided, however, not liable for any litigation expenses that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties incurred prior to the date on which notice was given or for any damages and/or costs resulting from any material prejudice caused by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such delay or failure to provide timely notice of intent to dispute and defend a claim is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to may not settle any third-party claim without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject would bind the indemnified party to any additional obligationobligation (other than payment covered by the indemnifying party or ceasing to use the infringing materials) or require any admission of fault by the indemnified party, whether financial without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned or otherwisedelayed. In the event that any such settlement does The indemnifications obligations under this Section 10 will not meet the requirements of (i) and (ii) above, then apply if the indemnified party must consent settles or makes any admission with respect to such settlement in writing, which consent shall not be unreasonably withhelda claim without the indemnifying party’s prior written consent.

Conduct of Claims. In connection with any the indemnification provided hereunderby the Custodian to the Fund pursuant to Section 16 as well as the indemnification provided by the Fund to the Custodian pursuant to Section 16, the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a claim, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. Within thirty (30) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty (30) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a claim with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a claim at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a claim is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed.

Conduct of Claims. In connection with any The Party entitled to indemnification provided hereunder, under this Article (the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a claim, but the failure to do so “Indemnified Party”) shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. Within thirty (30) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty (30) days reasonably promptly after the receipt of notice thereofof any legal action or claim against such Indemnified Party in respect of which indemnification may be sought pursuant to this Article, it notify the other Party (the “Indemnifying Party”) of such action claim. The Indemnifying Party shall not be deemed to have accepted and agreed obligated to indemnify the Indemnified Party with respect to any such action or claim if the Indemnified Party knowingly fails to notify the Indemnifying Party thereof in accordance with the provisions of this Article in sufficient time to permit the Indemnifying Party to defend against such matter and to make a timely response thereto, including any responsive motion or answer to a complaint, petition, notice or other legal, equitable or administrative process relating to the action or claim, but only in so far as such knowing failure to notify the Indemnifying Party has actually resulted in prejudice or damage to the Indemnifying Party. The indemnifying party In case any such action or claim shall be entitled to direct made or brought against the Indemnified Party, the Indemnifying Party may, or if so requested by the Indemnified Party shall, assume the defense against a claim thereof with counsel selected by it (subject of its selection reasonably acceptable to the consent of Indemnified Party and which shall be reasonably competent and experienced to defend the indemnified partyIndemnified Party. In such circumstances, which consent the Indemnified Party shall not be unreasonably withheld(i) as long at no cost or expense to the Indemnified Party, cooperate with the Indemnifying Party and provide the Indemnifying Party with such information and assistance as the indemnifying party is conducting a good faith Indemnifying Party shall reasonably request in connection with such action or claim and diligent defense. The indemnified party shall (ii) at all times its own expense, have the right to fully participate and be represented by counsel of its own choice in any such action or with respect to any such claim. If the Indemnifying Party assumes the defense of a the relevant claim at or action, (a) the Indemnifying Party shall not be liable for any settlement thereof which is made without its own expense directly consent and (b) the Indemnifying Party shall control the settlement of such claim or through counselaction; provided, however, that if the named parties Indemnifying Party shall not conclude any settlement which requires any action or forbearance from action or payment or admission by the Indemnified Party or any of its Affiliates without the prior approval of the Indemnified Party. The obligations of an Indemnifying Party shall not extend to any loss, damage and expense of whatever kind and nature (including all related costs and expenses) to the extent the same results from the taking by the Indemnified Party of any action (unless required by law or applicable legal process) after the assertion of any claim which gave rise to the obligation to indemnify which prejudices the successful defense of the action or proceeding include both the indemnifying party and the indemnified partyclaim, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conductwithout, in any such case, the indemnified party may engage separate counsel at the expense prior written consent of the indemnifying party. If no Indemnifying Party (such notice of intent to dispute and defend a claim is given by the indemnifying party, or if such good faith and diligent defense is consent not being or ceases to be conducted by required in a case where the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake Indemnifying Party has not assumed the defense of such claim (with the action or claim). The Indemnified Party agrees to afford the Indemnifying Party and its counsel selected by the indemnified party)opportunity to be present at, and to compromise participate in, conferences with all Persons, including Governmental Authorities, asserting any claim or settle it, exercising reasonable business judgment. If action against the claim is one that by its nature cannot be defended solely Indemnified Party covered by the indemnifying party, then the indemnified party shall make available indemnity contained in this Article or conferences with representatives of or counsel for such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheldperson.

Conduct of Claims. In connection with any the indemnification provided hereunderby the Custodian to the Fund pursuant to Section 15 as well as the indemnification provided by the Fund to the Custodian pursuant to Section 15, the indemnified party may make claims for indemnification by giving written notice thereof to the indemnifying party after it receives notice of a claim, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is materially prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted. Within thirty (30) days after receiving any such notice, the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any claim at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within thirty (30) days after the receipt of notice thereof, it shall be deemed to have accepted and agreed to indemnify the claim. The indemnifying party shall be entitled to direct the defense against a claim with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a claim at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party, and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a claim is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the claim is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party. The indemnifying party shall have the right to settle any third-party claim without the consent of the indemnified party provided that such settlement (i) fully releases the indemnified party from any liability and provides no admission of wrongdoing, and (ii) does not subject the indemnified party to any additional obligation, whether financial or otherwise. In the event that any such settlement does not meet the requirements of (i) and (ii) above, then the indemnified party must consent to such settlement in writing, which consent shall not be unreasonably withheld, conditioned or delayed.