Buyer Will Notify the Seller. If an Investor requires the Buyer to repurchase any Mortgage Loan from the Investor in connection with a fact or circumstance pertaining to the period prior to the applicable Transfer Date, the Buyer will notify the Seller in writing of such repurchase requirement within five (5) Business Days after receiving such repurchase requirement. The Buyer's failure to give such notice to the Seller within such time period will not relieve the Seller of its repurchase obligations unless such failure materially and adversely prejudices the Seller's rights to appeal such repurchase to the applicable Investor and the Seller provides the Buyer with satisfactory evidence that the Seller would have been able to successfully appeal such repurchase but for the Buyer's delay in providing such notice to the Seller.
Buyer Will Notify the Seller promptly upon receipt of any written claim or notice of any infringement of third-party intellectual property rights in connection with the Materials. The Seller will immediately take all steps to prevent or settle such dispute on its own authority and will hold the Buyer harmless against all effects whatsoever in respect thereof. Buyer may retain counsel of its choice at Seller’s expense to participate in any suit, claim, or proceeding. Seller will have the right to settle or compromise any suit, claim or proceeding at its discretion, provided that the terms of the settlement or compromise provide for the unconditional release of Buyer, and the settlement or compromise requires the payment of monetary damages only by a party other than Buyer. Seller will not settle, without Xxxxx’s prior written consent, any suit, claim or proceeding which imposes upon Buyer any obligation, or in any way prejudices the rights of Buyer, other than as set forth herein. Any other settlement or compromise requires prior written approval from Buyer.
