Common use of Defense Clause in Contracts

Defense. If any action or claim shall be brought or asserted against any Indemnified Person under this Article V, or any successor thereto (the "Indemnified Party"), in respect of which indemnity may be sought from the Indemnifying Parties under this Article V, the Indemnified Party shall immediately notify the Indemnifying Parties who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to said Indemnified Party and the payment of all expenses; except that any delay or failure to so notify said Indemnifying Parties shall only relieve the Indemnifying Parties of its or his obligations hereunder to the extent, if at all, that they are materially prejudiced by reason of such delay or failure. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (a) the employment thereof shall have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not to assume the defense and employ counsel. Without the express prior written consent of said Indemnified Party, the Indemnifying Parties shall have no right to settle or compromise any matter.

Defense. If any action or claim The Indemnifying Party shall be brought or asserted against any Indemnified Person under this Article Ventitled to participate in and, or any successor thereto (the "Indemnified Party")if it so desires, in respect of which indemnity may be sought from the Indemnifying Parties under this Article V, the Indemnified Party shall immediately notify the Indemnifying Parties who shall to assume the defense thereof, including the employment of an Action with counsel reasonably satisfactory to said Indemnified Party and the payment of all expenses; except that any delay or failure to so notify said Indemnifying Parties shall only relieve Indemnitee. Once the Indemnifying Parties Party notifies the Indemnitee of its or his obligations hereunder election to assume the defense of an Action, the Indemnifying Party is not liable to the extentIndemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, if at allother than reasonable costs of investigation. However, that they are materially prejudiced by reason of such delay or failure. The Indemnified Party the Indemnitee shall have the right to employ separate counsel in any such action and to participate in the defense thereofof an Action (and the Indemnifying Party shall bear the reasonable fees, but the fees costs, and expenses of such counsel shall be at the expense of the Indemnified Party unlessseparate counsel) if: (ai) the employment thereof use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have been specifically directed and required by said the right to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying PartiesParty does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; or (biv) The Indemnifying Parties shall have elected not to assume the defense and employ counsel. Without the express prior written consent of said Indemnified Party, the Indemnifying Parties shall have no right Party authorizes the Indemnitee to settle or compromise any matteremploy separate counsel at the Indemnifying Party's expense.

Defense. If the facts pertaining to a Loss arise out of the claim of any action or claim shall be brought or asserted against any Indemnified Person under this Article Vthird party, or if there is any successor thereto (claim against a third party available by virtue of the "Indemnified Party")circumstances of the Loss, in respect of which indemnity may be sought from the Indemnifying Parties under this Article VIndemnity Obligor may, by giving written notice to the Indemnified Party shall immediately notify within 15 days following its receipt of the Indemnifying Parties who shall notice of such claim, elect to assume control of the defense or the prosecution thereof, including the employment of counsel reasonably satisfactory or accountants at its cost and expense. The Indemnity Obligor shall be entitled (but not obligated), if it so elects, to said compromise or settle such claim, which compromise or settlement shall be made within the sole discretion of the Indemnity Obligor without the consent of the Indemnified Party and if such settlement or compromise only involves the payment of all expenses; except that any delay or failure monetary amounts, but shall be made only with the written consent of the Indemnified Party, such consent not to so notify said Indemnifying Parties shall only relieve the Indemnifying Parties of its or his obligations hereunder to the extentbe unreasonably withheld, if at all, that they are materially prejudiced by reason such settlement or compromise involves obligations other than the payment of such delay or failuremonetary amounts. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any such action and to participate in the defense thereoftherein, but the fees and expenses of such counsel shall be at the expense of Indemnified Party's own expense. Whether or not the Indemnified Party unless: (a) Indemnity Obligor chooses to so defend or prosecute such claim, all the employment thereof parties hereto shall have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not to assume cooperate in the defense or prosecution thereof and employ counsel. Without the express prior written consent of said Indemnified Partyshall furnish such records, the Indemnifying Parties information and testimony and shall have no right to settle or compromise any matterattend such conferences, discovery proceedings and trials as may be reasonably requested in connection therewith.

Defense. If any action claim, demand or claim shall be brought or liability is asserted by any third party against any Indemnified Person under this Article VParty, or any successor thereto (the "Indemnifying Party shall, upon the written request of the Indemnified Party"), defend any actions or proceedings brought against the Indemnified Party in respect of which indemnity may be sought from matters embraced by the Indemnifying Parties under this Article Vindemnity, but the Indemnified Party shall immediately notify the Indemnifying Parties who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to said Indemnified Party and the payment of all expenses; except that any delay or failure to so notify said Indemnifying Parties shall only relieve the Indemnifying Parties of its or his obligations hereunder to the extent, if at all, that they are materially prejudiced by reason of such delay or failure. The Indemnified Party shall have the right to employ separate counsel in conduct and control the defense, compromise or settlement of any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of Indemnifiable Claim if the Indemnified Party unless: (a) chooses to do so, on behalf of and for the employment thereof shall have been specifically directed account and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not to assume the defense and employ counsel. Without the express prior written consent risk of said Indemnified Party, the Indemnifying Parties Party who shall have no right be bound by the result so obtained to the extent provided herein; provided, however, that the Indemnified Party shall not settle or compromise any matterIndemnifiable Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If, after a request to defend any action or proceeding, the Indemnifying Party neglects to defend the Indemnified Party, a recovery against the latter suffered by it in good faith, is conclusive in its favor against the Indemnifying Party; provided, however, that, if the Indemnifying Party has not received reasonable notice of the action or proceeding against the Indemnified Party, or is not allowed to control its defense, judgment against the Indemnified Party is only presumptive evidence against the Indemnifying Party. The parties shall cooperate in the defense of all third party claims which may give rise to Indemnifiable Claims hereunder. In connection with the defense of any claim, each party shall make available to the party controlling such defense, any books, records or other documents within its control that are reasonably requested in the course of such defense.

Defense. If any Indemnified Party is entitled to indemnification under this Section 7 with respect to any action or claim proceeding brought by a third party that is also brought against the Issuers, the Issuers shall be brought or asserted against any Indemnified Person under this Article V, or any successor thereto (the "Indemnified Party"), in respect of which indemnity may be sought from the Indemnifying Parties under this Article V, the Indemnified Party shall immediately notify the Indemnifying Parties who shall entitled to assume the defense thereof, including the employment of any such action or proceeding with counsel reasonably satisfactory to said the Indemnified Party and Party. Upon assumption by the payment Issuers of all expenses; except that the defense of any delay such action or failure to so notify said Indemnifying Parties shall only relieve proceeding, the Indemnifying Parties of its or his obligations hereunder to the extent, if at all, that they are materially prejudiced by reason of such delay or failure. The Indemnified Party shall have the right to employ separate counsel participate in any such action or proceeding and participate in the defense thereofto retain its own counsel, but the Issuers shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof unless (a) the Issuers have agreed to pay such fees and expenses expenses, (b) the Issuers shall have failed to employ counsel reasonably satisfactory to the Indemnified Party in a timely manner or (c) the Indemnified Party shall have been advised by counsel that there are actual or potential conflicting interests between the Issuers and the Indemnified Party, including situations in which there are one or more legal defenses available to the Indemnified Party that are different from or additional to those available to the Issuers. The Issuers shall not consent to the terms of such counsel shall be at any compromise or settlement of any action defended by the expense Issuers in accordance with the foregoing without the prior consent of the Indemnified Party unless: (a) other than any such compromise or settlement exclusively requiring payment of money by the employment thereof shall have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not to assume the defense and employ counsel. Without the express prior written consent of said Indemnified Party, the Indemnifying Parties shall have no right to settle or compromise any matterIssuers).

Defense. If any action or claim shall be brought or asserted against any Indemnified Person under this Article V, or any successor thereto (the "Indemnified Party"), in respect of which indemnity may be sought from the The Indemnifying Parties under this Article V, the Indemnified Party shall immediately notify have the Indemnifying Parties who shall right, within thirty (30) days after being so notified, to assume the defense thereof, including the employment of any Third Party Claim with counsel reasonably satisfactory to said the Indemnified Party and Party. In any such proceeding the payment defense of all expenses; except that any delay or failure to so notify said Indemnifying Parties shall only relieve which the Indemnifying Parties of its or his obligations hereunder to Party shall have so assumed, the extent, if at all, that they are materially prejudiced by reason of such delay or failure. The Indemnified Party shall have the right to employ separate participate therein and retain its own counsel at its own expense unless (i) the Indemnified Party and the Indemnifying Party shall have mutually agreed to the retention of such counsel, (ii) the Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, or (iii) the named parties to any such proceeding (including the impleaded parties) include both the Indemnifying Party and the Indemnified Party, and representation of both parties by the same counsel would be inappropriate in the opinion of the Indemnified Party’s counsel due to actual or potential differing interests between them; in any such action and participate in case, one firm of attorneys separate from the Indemnifying Party’s counsel may be retained to represent the Indemnified Parties at the Indemnifying Party’s expense. Any settlement of such a Third Party Claim, the defense thereofof which has been assumed by the Indemnifying Party, but shall not be entered into by the fees and expenses of such counsel shall be at the expense of the Indemnified Indemnifying Party unless: (a) the employment thereof shall have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not to assume the defense and employ counsel. Without the express without prior written consent of said the Indemnified Party, the Indemnifying Parties which consent shall have no right to settle or compromise any matternot be unreasonably withheld.

Defense. If any Indemnified Party is entitled to indemnification under this Section 5 with respect to any action or claim proceeding brought by a third party that is also brought against the Issuers, the Issuers shall be brought or asserted against any Indemnified Person under this Article V, or any successor thereto (the "Indemnified Party"), in respect of which indemnity may be sought from the Indemnifying Parties under this Article V, the Indemnified Party shall immediately notify the Indemnifying Parties who shall entitled to assume the defense thereof, including the employment of any such action or proceeding with counsel reasonably satisfactory to said the Indemnified Party and Party. Upon assumption by the payment Issuers of all expenses; except that the defense of any delay such action or failure to so notify said Indemnifying Parties shall only relieve proceeding, the Indemnifying Parties of its or his obligations hereunder to the extent, if at all, that they are materially prejudiced by reason of such delay or failure. The Indemnified Party shall have the right to employ separate counsel participate in any such action or proceeding and participate in the defense thereofto retain its own counsel, but the Issuers shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof unless (a) the Issuers have agreed to pay such fees and expenses expenses, (b) the Issuers shall have failed to employ counsel reasonably satisfactory to the Indemnified Party in a timely manner or (c) the Indemnified Party shall have been advised by counsel that there are actual or potential conflicting interests between the Issuers and the Indemnified Party, including situations in which there are one or more legal defenses available to the Indemnified Party that are different from or additional to those available to the Issuers. The Issuers shall not consent to the terms of such counsel shall be at any compromise or settlement of any action defended by the expense Issuers in accordance with the foregoing without the prior consent of the Indemnified Party unless: (a) other than any such compromise or settlement exclusively requiring payment of money by the employment thereof shall have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not to assume the defense and employ counsel. Without the express prior written consent of said Indemnified Party, the Indemnifying Parties shall have no right to settle or compromise any matterIssuers).

Defense. If the facts pertaining to a Loss arise out of the claim of any action or claim shall be brought or asserted against any Indemnified Person under this Article Vthird party, or if there is any successor thereto (claim against a third party available by virtue of the "Indemnified Party")circumstances of the Loss, in respect of which indemnity may be sought from the Indemnifying Parties under this Article V, the Indemnified Party shall immediately notify the Indemnifying Parties who shall may assume the defense thereofor the prosecution thereof by written notice to the Indemnified Party, including the employment of counsel reasonably satisfactory to said Indemnified Party or accountants, at its cost and the payment of all expenses; except that any delay or failure to so notify said Indemnifying Parties shall only relieve the Indemnifying Parties of its or his obligations hereunder to the extent, if at all, that they are materially prejudiced by reason of such delay or failureexpense. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereoftherein, but the fees and expenses of such counsel employed by the Indemnified Party shall be at its expense. The Indemnifying Party shall not be liable for any settlement of any such claim effected without its prior written consent, which shall not be unreasonably withheld; provided that if the expense Indemnifying Party does not assume the defense or prosecution of any such claim within 30 days of notice thereof, the Indemnified Party unless: (a) may settle such claim without the employment thereof Indemnifying Party's consent in which event the Indemnifying Party shall have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not to assume the defense and employ counselbe liable for such settlement. Without the express Indemnified Party's prior written consent of said Indemnified Partyconsent, the Indemnifying Parties Party shall have no right not settle any claim in a manner which is prejudicial (financially or otherwise) to settle the Indemnified Party. Whether or compromise any matternot the Indemnifying Party chooses to so defend or prosecute such claim, each of the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Defense. If the facts pertaining to a Loss arise out of the claim of any action or claim shall be brought or asserted against any Indemnified Person under this Article Vthird party, or if there is any successor thereto claim against a third party available by virtue of the circumstances of the Loss, the Indemnity Obligor may (subject to the "Indemnified Party"), Party being indemnified and secured to its reasonable satisfaction in respect of which indemnity may be sought from all costs, charges and expenses reasonably and properly incurred by such party as a consequence of any actions taken at the Indemnifying Parties under request of the Indemnity Obligor pursuant to this Article VSection 8.4), by giving written notice to the Indemnified Party shall immediately notify within 30 days following its receipt of the Indemnifying Parties who shall notice of such claim, elect to assume the defense or the prosecution thereof, including the employment of counsel reasonably satisfactory to said or accountants at its cost and expense; provided, however, that during the interim the Indemnified Party and the payment of all expenses; except that any delay shall use commercially reasonable efforts (not including settlement) to protect against further damage or failure to so notify said Indemnifying Parties shall only relieve the Indemnifying Parties of its or his obligations hereunder loss with respect to the extent, if at all, that they are materially prejudiced by reason of such delay or failureLoss. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any such action and to participate in the defense thereoftherein, but the fees and expenses of such counsel shall be at the expense of Indemnified Party’s own expense. Whether or not the Indemnified Party unless: (a) Indemnity Obligor chooses so to defend or prosecute such claim, all the employment thereof parties hereto shall have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not to assume cooperate in the defense and employ counselor prosecution thereof. Without the express The Indemnity Obligor shall not be liable for any settlement of any such claim effected without its prior written consent of said Indemnified Party, the Indemnifying Parties shall have no right (such consent not to settle or compromise any matterbe unreasonably withheld).

Defense. If any action claim, demand or claim shall be brought or liability is asserted by any third party against any Indemnified Person under this Article V, or any successor thereto (the "Indemnified Party"), in respect of which indemnity may be sought from the Indemnifying Parties under this Article V, the Indemnified Party shall immediately notify the Indemnifying Parties who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to said Indemnified Party and the payment of all expenses; except that any delay or failure to so notify said Indemnifying Parties shall only relieve the Indemnifying Parties of its or his obligations hereunder to the extent, if at all, that they are materially prejudiced by reason of such delay or failure. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (a) the employment thereof shall have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not to assume the defense and employ counsel. Without the express prior written consent of said Indemnified Party, the Indemnifying Parties Party shall, upon the written request of the Indemnified Party, defend any actions or proceedings brought against the Indemnified Party in respect of matters embraced by the indemnity with counsel satisfactory to the Indemnified Party. If, after a request to defend any action or proceeding, the Indemnifying Party neglects to defend the Indemnified Party, a recovery against the latter suffered by it in good faith, is conclusive in its favor against the Indemnifying Party, provided however that, if the Indemnifying Party has not received reasonable notice of the action or proceeding against the Indemnified Party, or is not allowed to control its defense, judgment against the Indemnified Party is only presumptive evidence against the Indemnifying Party. Each party hereto, to the extent that it is or becomes an Indemnifying Party, hereby stipulates that a judgment against the Indemnified Party shall have no right be conclusive upon the Indemnifying Party. The parties shall cooperate in the defense of all third party claims which may give rise to settle Indemnifiable Claims hereunder. In connection with the defense of any claim, each party shall make available to the party controlling such defense, any books, records or compromise any matterother documents within its control that are necessary or appropriate for such defense.

Defense. If Each Party’s obligation to indemnify the other hereunder with respect to any claim of a Mortgagor, Investor or other third party shall be conditioned upon the following: (i) the Party seeking indemnity (the “Indemnitee”) shall give to the Party from whom indemnity is sought (the “Indemnitor”) prompt written notice of any such claim and shall provide such detail as the Indemnitor may reasonably require; (ii) the Indemnitee shall reasonably cooperate in the defense of such action; (iii) the Indemnitor shall have full control and authority to retain counsel of its choice, defend and settle any such action or claim shall be brought or asserted against any Indemnified Person under this Article Vat its sole expense provided, or any successor thereto (however, that where the "Indemnified Party"), in respect of which indemnity may be sought from the Indemnifying Parties under this Article Vsettlement is for more than monetary relief alone, the Indemnified Party Indemnitor shall immediately notify the Indemnifying Parties who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to said Indemnified Party and the payment of all expenses; except that any delay or failure to so notify said Indemnifying Parties shall only relieve the Indemnifying Parties of its or his obligations hereunder to the extent, if at all, that they are materially prejudiced by reason of such delay or failure. The Indemnified Party shall not have the right to employ separate counsel in any such action and participate in bind Indemnitee to a settlement agreement, without the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (a) the employment thereof shall have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not to assume the defense and employ counsel. Without the express prior written consent of said Indemnified Partythe Indemnitee, which consent shall not be unreasonably withheld, under which a) the Indemnifying Parties shall have no right Indemnitee will be required to settle make an admission of wrongdoing; or compromise any matterb) an admission of wrongdoing by Indemnitor on Indemnitee’s behalf could be reasonably inferred or construed.

Defense. If any action or claim The Company shall be brought or asserted against any Indemnified Person under this Article V, or any successor thereto (have the "Indemnified Party"), in respect of which indemnity may be sought from the Indemnifying Parties under this Article V, the Indemnified Party shall immediately notify the Indemnifying Parties who shall right to assume the investigation and defense thereofof all Claims, including the employment of counsel reasonably satisfactory to said Indemnified Party and the payment of all expenses; except that any delay or failure to so notify said Indemnifying Parties shall only relieve the Indemnifying Parties of its or his obligations hereunder to the extent, if at all, that they are materially prejudiced by reason of such delay or failure. The Each Indemnified Party shall have the right to employ separate counsel in any such action and participate in the investigation and defense thereof, but the fees and expenses of such counsel shall be at the expense of the paid by such Indemnified Party unless: unless (ai) the employment thereof shall have of such counsel has been specifically directed and required authorized by said Indemnifying Parties; or the Company, in writing, or (bii) The Indemnifying Parties shall have elected not the Company has failed to assume the defense and to employ counsel. Without , or (iii) the express prior named parties to any such action include both an Indemnified Party and the Company, and the Indemnified Party shall have received a written consent legal opinion of said counsel to the effect that in such counsel's opinion, one or more of the legal defenses available to such Indemnified Party are in conflict with those available to the Company (in which case, if such Indemnified Party notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall not have the right to assume the defense of the action on behalf of such Indemnified Party; provided however, that the Indemnifying Parties Company shall have no right to settle not, in connection with any one action or compromise any matterseparate but substantially similar or related actions in the same jurisdiction arising out of the same general allegation or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Indemnified Parties, which firm shall be designated in writing by the Indemnified Parties); provided further, however, that nothing herein shall be construed as prohibiting the Issuer from utilizing its own in-house counsel.

Defense. If any action or claim against an Indemnified Party shall be brought or asserted arise by reason of any claim made by third parties against any Indemnified Person under this Article Vit, or any successor thereto (the "Indemnified Party"), in respect of which indemnity may be sought from the Indemnifying Parties under this Article VParty shall have the right to assume the defense of the matter giving rise to the claim for indemnification through counsel of its selection reasonably acceptable to the Indemnified Party at the Indemnifying Party's expense, and the Indemnified Party shall immediately notify have the right, at its own expense, to employ counsel to represent it, which counsel shall act in an advisory capacity only. The Indemnified Party shall cooperate fully to make available to the Indemnifying Parties who Party all pertinent information under the Indemnified Party's control as to the claim and shall assume make its appropriate personnel, if any, available for any discovery, trial or appeal. If the Indemnifying Party fails or refuses to undertake the defense thereofwithin 30 days after receiving the indemnification notice, including the employment of counsel reasonably satisfactory to said Indemnified Party and the payment of all expenses; except that any delay or failure to so notify said Indemnifying Parties shall only relieve the Indemnifying Parties of its or his obligations hereunder to the extent, if at all, that they are materially prejudiced by reason of such delay or failure. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in assume the defense thereof, but the fees and expenses of such counsel matter on behalf of and for the account of the Indemnifying Party; provided, however, that unless the Indemnifying Party has refused to undertake the defense, the Indemnified Party shall not settle or compromise any claim without the prior written consent of the Indemnifying Party, which consent shall not be at unreasonably withheld or delayed. The Indemnifying Party may settle without the expense consent of the Indemnified Party unless: (a) any claim for money at any time, if at its sole expense and if there is no adverse impact on the employment thereof shall have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not to assume the defense and employ counsel. Without the express prior written consent of said Indemnified Party, no fault is assessed against the Indemnifying Parties shall have no right to settle or compromise any matterIndemnified Party and the Indemnified Party is unconditionally released from all further potential liability in connection therewith.

Defense. If any Indemnified Party is entitled to indemnification under this Section 10 with respect to any action or claim proceeding brought by a third party that is also brought against the Company, the Company shall be brought or asserted against any Indemnified Person under this Article V, or any successor thereto (the "Indemnified Party"), in respect of which indemnity may be sought from the Indemnifying Parties under this Article V, the Indemnified Party shall immediately notify the Indemnifying Parties who shall entitled to assume the defense thereof, including the employment of any such action or proceeding with counsel reasonably satisfactory to said the Indemnified Party and Party. Upon assumption by the payment Company of all expenses; except that the defense of any delay such action or failure to so notify said Indemnifying Parties shall only relieve proceeding, the Indemnifying Parties of its or his obligations hereunder to the extent, if at all, that they are materially prejudiced by reason of such delay or failure. The Indemnified Party shall have the right to employ separate counsel participate in any such action or proceeding and participate in the defense thereofto retain its own counsel, but the Company shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof unless (a) the Company has agreed to pay such fees and expenses expenses, (b) the Company shall have failed to employ counsel reasonably satisfactory to the Indemnified Party in a timely manner or (c) the Indemnified Party shall have been advised by counsel that there are actual or potential conflicting interests between the Company and the Indemnified Party, including situations in which there are one or more legal defenses available to the Indemnified Party that are different from or additional to those available to the Company. The Company shall not consent to the terms of such counsel shall be at any compromise or settlement of any action defended by the expense Company in accordance with the foregoing without the prior consent of the Indemnified Party unless: (aother than any such compromise or settlement exclusively requiring payment of money by the Company) and any such compromise or settlement shall include an explicit and unconditional release from the employment thereof party bringing such claim of all Indemnified Parties and shall have been specifically directed and required not include any statement as to or an admission of fault, culpability or failure to act by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not to assume the defense and employ counsel. Without the express prior written consent or on behalf of said any Indemnified Party, the Indemnifying Parties shall have no right to settle or compromise any matter.

Defense. If An indemnified party shall promptly give written notice to the indemnifying party after the indemnified party has knowledge that any action or claim shall be brought or asserted against any Indemnified Person under this Article V, legal proceeding has been instituted or any successor thereto (the "Indemnified Party"), claim has been asserted in respect of which indemnity indemnification may be sought from under the Indemnifying Parties under this Article Vprovisions of Section 14 or 15. If the indemnifying party, within 10 days after the Indemnified Party indemnified party has given such notice (or within such shorter period of time as an answer or other responsive motion may be required), shall immediately notify have acknowledged in writing his or its obligation to indemnify, then the Indemnifying Parties who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to said Indemnified Party and the payment of all expenses; except that any delay or failure to so notify said Indemnifying Parties shall only relieve the Indemnifying Parties of its or his obligations hereunder to the extent, if at all, that they are materially prejudiced by reason of such delay or failure. The Indemnified Party indemnifying party shall have the right to employ separate counsel control the defense of such claim or proceeding, and the indemnified party shall not settle or compromise such claim or proceeding without the written consent of the indemnifying party, which consent shall not unreasonably be withheld or delayed. The indemnified party may in any event participate in any such action defense with his or its own counsel and participate at his or its own expense. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of an indemnified party to give such notice (or by delay by an indemnified party in giving such notice) unless, and then only to the defense thereofextent that, but the fees rights and expenses of such counsel shall be at the expense remedies of the Indemnified Party unless: (a) the employment thereof indemnifying party shall have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not prejudiced as a result of the failure to assume the defense and employ counsel. Without the express prior written consent of said Indemnified Partygive, the Indemnifying Parties shall have no right to settle or compromise any matterdelay in giving, such notice.

Defense. If the facts pertaining to a Loss arise out of the claim of any action or claim shall be brought or asserted against any Indemnified Person under this Article Vthird party, or if there is any successor thereto (claim against a third party available by virtue of the "Indemnified Party")circumstances of the Loss, in respect of which indemnity may be sought from the Indemnifying Parties under this Article VIndemnity Obligor may, by giving written notice to the Indemnified Party shall immediately notify within 15 days following its receipt of the Indemnifying Parties who shall notice of such claim, elect to assume the defense or the prosecution thereof, including the employment of counsel or accountants at its cost and expense; PROVIDED, HOWEVER, that during the interim the Indemnified Party shall use its reasonable efforts to take such actions (not including settlement) as are reasonably necessary to protect against further damage or loss with respect to the Loss; and provided further that the Indemnity Obligor can only assume the defense if (i) it provides evidence acceptable to the Indemnified Party that it will have the financial resources to defend the claim and satisfy its indemnification obligations; (ii) it obtains counsel which is satisfactory to said the Indemnified Party Party; (iii) the third party claim involves only money damages and does not seek an injunction or other equitable relief; (iv) the payment Indemnity Obligor conducts the defense of all expenses; except that any delay the claim actively and diligently, and (v) such Loss does not arise from a claim made by a customer or failure to so notify said Indemnifying Parties shall only relieve employee of the Indemnifying Parties of its or his obligations hereunder to Business after the extent, if at all, that they are materially prejudiced by reason of such delay or failureClosing. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any such action and to participate in the defense thereoftherein, but the fees and expenses of such counsel shall be at the expense of Indemnified Party's own expense. Whether or not the Indemnified Party unless: (a) Indemnity Obligor chooses so to defend or prosecute such claim, all the employment thereof parties hereto shall have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not to assume cooperate in the defense and employ counsel. Without the express prior written consent of said Indemnified Party, the Indemnifying Parties shall have no right to settle or compromise any matterprosecution thereof.

Defense. If the facts pertaining to a Loss arise out of the claim of any action or claim shall be brought or asserted against any Indemnified Person under this Article Vthird party, or if there is any successor thereto (claim against a third party available by virtue of the "Indemnified Party")circumstances of the Loss, in respect of which indemnity may be sought from the Indemnifying Parties under this Article VIndemnity Obligor may, by giving written notice to the Indemnified Party shall immediately notify within thirty (30) days following its receipt of the Indemnifying Parties who shall notice of such claim, elect to assume the defense or the prosecution thereof, including the employment of counsel reasonably satisfactory to said or accountants at its cost and expense; provided, however, that during the interim the Indemnified Party and the payment of shall use its best efforts to take all expenses; except that any delay action (not including settlement) reasonably necessary to protect against further damage or failure to so notify said Indemnifying Parties shall only relieve the Indemnifying Parties of its or his obligations hereunder loss with respect to the extent, if at all, that they are materially prejudiced by reason of such delay or failureLoss. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any such action and to participate in the defense thereoftherein, but the fees and expenses of such counsel shall be at the expense Indemnified Party’s own expense. Whether or not the Indemnity Obligor chooses so to defend or prosecute such claim, all the parties hereto shall cooperate in the defense or prosecution thereof. In the event of payment by the Indemnity Obligor to the Indemnified Party in connection with any Loss arising out of a third party claim, the Indemnity Obligor shall be subrogated to and shall stand in the place of the Indemnified Party unless: (a) with respect to such Indemnified Matter. The Indemnified Party shall cooperate with the employment thereof shall have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not to assume the defense and employ counsel. Without the express prior written consent of said Indemnified Party, the Indemnifying Parties shall have no right to settle or compromise Indemnity Obligor in prosecuting any mattersubrogated claim.

Defense. If any action or claim The Indemnifying Party shall be brought or asserted against any Indemnified Person under this Article V, or any successor thereto (the "Indemnified Party"), in respect of which indemnity may be sought from the Indemnifying Parties under this Article V, the Indemnified Party shall immediately notify the Indemnifying Parties who shall entitled to assume the defense thereofof any action, including suit or claim brought against the employment of counsel reasonably satisfactory Indemnitee with respect to said Indemnified Party and the payment of all expenses; except that any delay or failure to so notify said Indemnifying Parties shall only relieve which the Indemnifying Parties of its or his obligations hereunder Party may have any indemnity liability hereunder, upon delivering written notice to the extent, if at all, that they are materially prejudiced by reason of Indemnitee to such delay or failureeffect. The Indemnified Indemnifying Party shall have not be liable to the right to employ separate counsel Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in any such action and participate in connection with the defense thereof, but thereof other than (i) those relating to investigation or the furnishing of documents or witnesses and (ii) all reasonable fees and expenses of counsel retained by such Indemnitee if (A) the Indemnifying Party and the Indemnitee shall have agreed in writing to the retention of such counsel shall be at the expense of the Indemnified Party unless: or (aB) the employment thereof Indemnitee shall have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected reasonably concluded that a potential conflict exists or that a defense is potentially available to it which is not available to assume the defense and employ counsel. Without the express prior written consent of said Indemnified Party, the Indemnifying Parties Party. Each party shall have no right make available to settle the other party and their attorneys and accountants all books and records of such party relating to such proceedings or compromise litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any mattersuch action, suit or proceeding.

Defense. If With respect to any action or claim shall be brought or asserted against any Indemnified Person under this Article V, or any successor thereto (the "Indemnified Party"), in respect of Claim as to which indemnity may be sought from the Indemnifying Parties under this Article V, the Indemnified Party shall immediately notify notifies the Indemnifying Parties who shall Company of the commencement thereof, the Company will be entitled to participate therein at its own expense. Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereofof the Claim, including the employment of with nationally recognized litigation defense counsel reasonably satisfactory to said the Indemnified Party. After notice from the Company to the Indemnified Party and the payment of all expenses; except that any delay or failure to so notify said Indemnifying Parties shall only relieve the Indemnifying Parties of its or his obligations hereunder election to assume the defense of the Claim, the Company will not be liable to the extent, if at all, that they are materially prejudiced Indemnified Party under this Agreement for any legal expenses subsequently incurred by reason the Indemnified Party in connection with the defense thereof other than reasonable costs of such delay investigation or failureas otherwise provided below. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereofClaim, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnified Party unless: unless (ai) the employment thereof of counsel by the Indemnified Party has been authorized by the Company, (ii) independent legal counsel approved by both the Company and the Indemnified Party reasonably concludes that there is or is likely to be a conflict of interest between the Company and the Indemnified Party in the conduct of the defense of the Claim, or (iii) the Company shall not in fact have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not employed counsel to assume the defense of the Claim, in each of which cases the reasonable fees and employ counselexpenses of nationally recognized litigation defense counsel for the Indemnified Party shall be borne by the Company. Without The Company shall not be entitled to assume the express prior written consent defense of said Indemnified Party, any Claim brought by or on behalf of the Indemnifying Parties Company or as to which counsel shall have no right to settle or compromise any matterreasonably made the conclusion provided in clause (ii) above.

Defense. If any action or claim shall be brought or asserted against any Indemnified Person A Party seeking indemnification under this Article V, or any successor thereto ARTICLE IX (the "Indemnified PartyIndemnitee")) shall give notice to the indemnifying Party (the "Indemnitor") of a Claim or other circumstances likely to give rise to a request for indemnification, in respect promptly after the Indemnitee becomes aware of the same. The Indemnitor, with Indemnitee consent, which indemnity may shall not be sought from unreasonably withheld, conditioned or delayed, shall be afforded the Indemnifying Parties opportunity to undertake the defense of and to settle by compromise or otherwise any Claim for which indemnification is available under this Article VARTICLE IX. The Indemnitor's selection of legal counsel is subject to the Indemnitee's approval (which approval shall not be unreasonably withheld). If an Indemnitor so assumes the defense of any Claim, the Indemnified Party shall immediately notify the Indemnifying Parties who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to said Indemnified Party and the payment of all expenses; except that any delay or failure to so notify said Indemnifying Parties shall only relieve the Indemnifying Parties of its or his obligations hereunder to the extent, if at all, that they are materially prejudiced by reason of such delay or failure. The Indemnified Party shall have the right to employ separate counsel in any such action and Indemnitee may participate in such defense with legal counsel of the defense thereof, but the fees Indemnitee's selection and expenses of such counsel shall be at the expense of the Indemnified Party unless: (a) Indemnitee. Indemnitor may not settle any Claim against Indemnitee or otherwise consent to any final order or judgement regarding same if such settlement, final order or judgement includes an admission of wrongdoing in Indemnitee’s or Affiliate’s name unless Indemnitee or Affiliate, as applicable, consents in writing. If the employment thereof shall have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not to assume Indemnitor, upon the defense and employ counsel. Without expiration of the express prior written consent of said Indemnified Party, the Indemnifying Parties shall have no right to settle or compromise any matter.fifteen

Defense. If any action or claim The Indemnifying Party shall be brought or asserted against any Indemnified Person under this Article Vhave the right, or any successor thereto at its option (subject to the "limitations set forth below) and at its own expense, by written notice to the Indemnified Party"), in respect to assume the entire control of, subject to the right of which indemnity may be sought from the Indemnifying Parties under this Article V, the Indemnified Party to participate (at its expense and with counsel of its choice) in, the defense, compromise or settlement of the Third Party Claim as to which such Notice of Claim has been given, and shall immediately notify be entitled to appoint a recognized and reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense. If the Indemnifying Parties who shall Party is permitted and elects to assume the defense thereof, including of a Third Party Claim: (i) the employment of counsel reasonably satisfactory to said Indemnifying Party shall diligently and in good faith defend such Third Party Claim and shall keep the Indemnified Party and reasonably informed of the payment status of all expensessuch defense; except that any delay or failure to so notify said Indemnifying Parties shall only relieve the Indemnifying Parties of its or his obligations hereunder to the extentprovided, if at allhowever, that they are materially prejudiced by reason of such delay or failure. The the Indemnified Party shall have the right to employ separate counsel approve any settlement that requires any relief other than the payment of money in amounts not exceeding the amount of Indemnity Escrow Funds that are not reserved for the payment of unresolved Claims, which approval shall not be unreasonably delayed, withheld or conditioned; and (ii) the Indemnified Party shall cooperate fully in all respects with the Indemnifying Party in any such action and participate in the defense defense, compromise or settlement thereof, but including, without limitation, the fees selection of counsel, and expenses of such counsel shall be at the expense of the Indemnified Party unless: (a) the employment thereof shall have been specifically directed and required by said Indemnifying Parties; or (b) The Indemnifying Parties shall have elected not make available to assume the defense and employ counsel. Without the express prior written consent of said Indemnified Party, the Indemnifying Parties shall have no right to settle or compromise any matterParty all pertinent information and documents under its control.

Defense. If Each Party will notify the other Party promptly upon learning of a Claim that is subject to indemnification pursuant to Section 13.1; provided, however, that any action or claim shall be brought or asserted against any Indemnified Person under this Article V, or any successor thereto (the "Indemnified Party"), in respect of which indemnity may be sought from the Indemnifying Parties under this Article V, failure by the Indemnified Party shall immediately notify to provide prompt notice to the Indemnifying Parties who shall assume Party will not relieve such Indemnifying Party from, or reduce its, indemnification obligation under Section 13.1, unless any delay in providing notice results in actual prejudice to the Indemnifying Party. The Indemnifying Party may control, at its own expense, the defense thereof, including of the employment of Claim in good faith with counsel reasonably satisfactory to said Indemnified Party and the payment of all expenses; except that any delay or failure to so notify said Indemnifying Parties shall only relieve the Indemnifying Parties of its or his obligations hereunder choice as long as such counsel is reasonably acceptable to the extent, if at all, that they are materially prejudiced by reason of such delay or failureIndemnified Party. The Indemnified Party shall have the right will use reasonable efforts to employ separate counsel in any such action and participate cooperate in the defense thereof, but and may participate at its own expense using its own counsel. No compromise or settlement of any Claim may be made by the fees and expenses of such counsel shall be at the expense of Indemnifying Party without the Indemnified Party unless: Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed) unless (a) there is no finding or admission of any violation of Applicable Law or any violation of the employment thereof shall have been specifically directed and required by said Indemnifying Parties; or rights of any Person, (b) The the sole relief provided is monetary damages that are paid in full by the Indemnifying Parties shall have elected not to assume Party, and (c) the defense and employ counsel. Without the express prior written consent of said Indemnified Party, the Indemnifying Parties shall have no right to settle or compromise any matter’s rights under this TSA are not adversely affected.

Defense. If any action or claim The U. T. Board shall be brought or asserted against any Indemnified Person under this Article V, or any successor thereto (have the "Indemnified Party"), in respect of which indemnity may be sought from the Indemnifying Parties under this Article V, the Indemnified Party shall immediately notify the Indemnifying Parties who shall right to assume the investigation and defense thereofof all Claims, including the employment of counsel reasonably satisfactory to said Indemnified Party and the payment of all expenses; except that any delay or failure to so notify said Indemnifying Parties shall only relieve the Indemnifying Parties of its or his obligations hereunder to the extent, if at all, that they are materially prejudiced by reason of such delay or failure. The Each Indemnified Party shall have the right to employ separate counsel in any such action and participate in the investigation and defense thereof, but the fees and expenses of such counsel shall be at the expense of the paid by such Indemnified Party unless: unless (ai) the employment thereof shall have of such counsel has been specifically directed and required authorized by said Indemnifying Parties; or the U. T. Board, in writing, (bii) The Indemnifying Parties shall have elected not the U. T. Board has failed to assume the defense and to employ counsel. Without counsel following due notice, or (iii) the express prior written consent named parties to any such action (including any impleaded parties) include both an Indemnified Party and the U. T. Board, and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the U. T. Board (in which case, if such Indemnified Party notifies the U. T. Board in writing that it elects to employ separate counsel at the U. T. Board’s expense, the U. T. Board shall not have the right to assume the defense of said the action on behalf of such Indemnified Party; provided, however, that the Indemnifying Parties U. T. Board shall have no right to settle not, in connection with any one action or compromise any matterseparate but substantially similar or related actions in the same jurisdiction arising out of the same general allegation or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Indemnified Parties, which firm shall be designated in writing by such Indemnified Parties).