Common use of Defense and Counsel Clause in Contracts

Defense and Counsel. At its sole cost and expense, the Indemnifying Party may employ counsel chosen by the Indemnifying Party, provided that such counsel shall be reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right, at its own expense, to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate therein; provided, however, that the Indemnifying Party shall be responsible for reasonable attorneys’ fees and legal expenses related to the separate counsel retained by the Indemnified Party if the Indemnified Party reasonably concludes that the ability of the Indemnified Party to prevail in the defense of any claim is or will be materially improved if separate counsel represents the Indemnified Party or if separate counsel is appropriate because of legal ethics considerations. An Indemnifying Party shall not be liable for the settlement of any claim entered into without its prior written consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable Indemnified Party’s prior written consent, which shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly to the Indemnified Party. If the Indemnifying Party chooses to so defend, all parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request in connection therewith, all at the Indemnifying Party’s sole cost and expense.

Defense and Counsel. At its sole cost and expenseSubject to the terms hereof, the Indemnifying Party may party shall have the right to assume the defense of any suit, claim, action or proceeding. In the event that the Indemnifying party elects to defend any suit, claim or proceeding, then the Indemnifying party shall notify the Indemnified party within ten (10) days of having been notified pursuant to this Section 10.1 that the Indemnifying party elects to employ counsel chosen by and assume the defense of any such claim, suit, action or proceeding. The Indemnifying Party, provided that party shall institute and maintain any such defense diligently and reasonably and shall keep the Indemnified party fully advised of the status thereof The Indemnified party shall have the right to employ its own counsel if the Indemnified party so elects but the fees and expense of such counsel shall be reasonably acceptable to at the Indemnified Party. The Indemnified Party party’s expense, unless (i) the employment of such counsel shall have the right, at its own expense, to employ counsel separate from counsel employed been authorized in writing by the Indemnifying Party party at the Indemnifying party’s expense; (ii) such Indemnified party shall have reasonably concluded that the interests of such parties are conflicting such that it would be inappropriate for the same counsel to represent both parties or shall have reasonably concluded that the ability of the parties to prevail in the defense of any claim are improved if separate counsel represents the Indemnified party (in which case the Indemnifying party shall not have the right to direct the defense of such action on behalf of the Indemnified party), and to participate therein; provided, however, that in either of such events such reasonable fees and expenses shall be borne by the Indemnifying Party shall be responsible for reasonable attorneys’ fees and legal expenses related to the separate counsel retained by party; (iii) the Indemnified Party if party shall have reasonably concluded that it is necessary to institute separate litigation, whether in the same or another court, in order to defend the claims asserted against it; (iv) the Indemnified Party party reasonably concludes that the ability of the Indemnified Party parties to prevail in the defense of any claim is or will be materially improved if separate counsel represents the Indemnified Party or if separate counsel is appropriate because of legal ethics considerations. An party; and (v) the Indemnifying Party party shall not be liable for the settlement of any claim entered into without its prior written consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable Indemnified Party’s prior written consent, which shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly have employed counsel reasonably acceptable to the Indemnified Partyparty to take charge of the defense of such action after electing to assume the defense thereof. If In the event that the Indemnifying Party chooses party elects not to assume the defense of any suit, claim, action or proceeding, then the Indemnified party shall do so defendand the Indemnifying party shall pay for, or reimburse Indemnified party, as the Indemnified party shall elect, all parties hereto shall cooperate in Losses of the defense thereof and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request in connection therewith, all at the Indemnifying Party’s sole cost and expenseIndemnified party.

Defense and Counsel. At its sole cost and expenseSubject to the terms hereof, the Indemnifying Party may shall have the right to assume the defense of any suit, claim, action or proceeding. In the event that the Indemnifying Party elects to defend any suit, claim or proceeding, then the Indemnifying Party shall notify the Indemnified Party via facsimile transmission or email, with a copy by mail, within ten (10) days of having been notified pursuant to this Section 12 that the Indemnifying Party elects to employ counsel chosen by and assume the defense of any such claim, suit, action or proceeding. The Indemnifying Party, provided that Party shall institute and maintain any such counsel defense diligently and reasonably and shall be reasonably acceptable to keep the Indemnified PartyParty fully advised of the status thereof. The Indemnified Party shall have the right, at right to employ its own counsel if the Indemnified Party so elects to assume such defense, but the fees and expense of such counsel shall be at the Indemnified Party’s expense, to employ unless (i) the employment of such counsel separate from counsel employed shall have been authorized in writing by the Indemnifying Party; (ii) such Indemnified Party shall have reasonably concluded that the interests of such parties are conflicting such that it would be inappropriate for the same counsel to represent both parties or shall have reasonably concluded that the ability of the parties to prevail in the defense of any such action and to participate therein; provided, however, that claim are improved if separate counsel represents the Indemnified Party (in which case the Indemnifying Party shall be responsible for not have the right to direct the defense of such action on behalf of the Indemnified Party), and in either of such events such reasonable attorneys’ fees and legal expenses related to shall be borne by the separate counsel retained by Indemnifying Party; (iii) the Indemnified Party if shall have reasonably concluded that it is necessary to institute separate litigation, whether in the same or another court, in order to defend the claims asserted against it; (iv) the Indemnified Party reasonably concludes that the ability of the Indemnified Party parties to prevail in the defense of any claim is or will be materially improved if separate counsel represents the Indemnified Party or if separate counsel is appropriate because of legal ethics considerations. An Party; and (v) the Indemnifying Party shall not be liable for have employed counsel reasonably acceptable to the settlement Indemnified Party to take charge of the defense of such action after electing to assume the defense thereof. In the event that the Indemnifying Party elects not to assume the defense of any claim entered into without its prior written consentsuit, which consent claim, action or proceeding, then the Indemnified Party shall not be unreasonably withheld or delayed. The do so and the Indemnifying Party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable pay for, or reimburse Indemnified Party’s prior written consent, which shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly to as the Indemnified Party. If the Indemnifying Party chooses to so defendshall elect, all parties hereto shall cooperate Losses of the Indemnified Party in the defense thereof and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request in connection therewith, all at the Indemnifying Party’s sole cost and expenseaccordance with Section 12(g) below.

Defense and Counsel. At its sole cost and expenseSubject to the terms hereof, the Indemnifying Party may shall have the right to assume the defense of any Claim. In the event that the Indemnifying Party elects to defend any Claim, then the Indemnifying Party shall notify the Indemnified Party via facsimile transmission or email, with a copy by mail, within ten (10) days of having been notified pursuant to this Section 10.1 that the Indemnifying Party elects to employ counsel chosen by and assume the defense of any such Claim. The Indemnifying Party, provided that Party shall institute and maintain any such counsel defense diligently and reasonably and shall be reasonably acceptable to keep the Indemnified PartyParty fully advised of the status thereof. The Indemnified Party shall have the right, at right to employ its own counsel if the Indemnified Party so elects to assume such defense, but the fees and expense of such counsel shall be at the Indemnified Party’s expense, to employ unless (i) the employment of such counsel separate from counsel employed shall have been authorized in writing by the Indemnifying Party; (ii) such Indemnified Party shall have reasonably concluded that the interests of such parties are conflicting such that it would be inappropriate for the same counsel to represent both parties or shall have reasonably concluded that the ability of the parties to prevail in the defense of any such action and to participate therein; provided, however, that Claim are improved if separate counsel represents the Indemnified Party (in which case the Indemnifying Party shall be responsible for not have the right to direct the defense of such action on behalf of the Indemnified Party), and in either of such events such reasonable attorneys’ fees and legal expenses related to shall be borne by the separate counsel retained by Indemnifying Party; (iii) the Indemnified Party if shall have reasonably concluded that it is necessary to institute separate litigation, whether in the same or another court, in order to defend the Claims asserted against it; (iv) the Indemnified Party reasonably concludes that the ability of the Indemnified Party parties to prevail in the defense of any claim Claim is or will be materially improved if separate counsel represents the Indemnified Party or if separate counsel is appropriate because of legal ethics considerations. An Party; and (v) the Indemnifying Party shall not be liable for have employed counsel reasonably acceptable to the settlement Indemnified Party to take charge of the defense of such action after electing to assume the defense thereof. In the event that the Indemnifying Party elects not to assume the defense of any claim entered into without its prior written consentClaim, which consent then the Indemnified Party shall not be unreasonably withheld or delayed. The do so and the Indemnifying Party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable pay for, or reimburse Indemnified Party’s prior written consent, which shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly to as the Indemnified Party. If the Indemnifying Party chooses to so defendshall elect, all parties hereto shall cooperate Losses of the Indemnified Party in the defense thereof and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request in connection therewith, all at the Indemnifying Party’s sole cost and expenseaccordance with Section 10.1(f) below.

Defense and Counsel. At its sole cost and expenseSubject to the terms hereof, the Indemnifying Party may shall have the right to assume the defense of any suit, claim, action or proceeding. In the event that the Indemnifying Party elects to defend any suit, claim or proceeding, then the Indemnifying Party shall notify the Indemnified Party within ten (10) days of having been notified pursuant to this Section 10.1 that the Indemnifying Party elects to employ counsel chosen by and assume the defense of any such claim, suit, action or proceeding. The Indemnifying Party, provided that Party shall institute and maintain any such counsel defense diligently and reasonably and shall be reasonably acceptable to keep the Indemnified PartyParty fully advised of the status thereof. The Indemnified Party shall have the right, at right to employ its own counsel if the Indemnified Party so elects but the fees and expense of such counsel shall be at the Indemnified Party’s expense, to employ unless (i) the employment of such counsel separate from counsel employed shall have been authorized in writing by the Indemnifying Party at the Indemnifying Party’s expense; (ii) such Indemnified Party shall have reasonably concluded that the interests of such Parties are conflicting such that it would be inappropriate for the same counsel to represent both Parties or shall have reasonably concluded that the ability of the Parties to prevail in the defense of any such action and to participate therein; provided, however, that claim are improved if separate counsel represents the Indemnified Party (in which case the Indemnifying Party shall be responsible for not have the right to direct the defense of such action on behalf of the Indemnified Party), and in either of such events such reasonable attorneys’ fees and legal expenses related to shall be borne by the separate counsel retained by Indemnifying Party; (iii) the Indemnified Party if shall have reasonably concluded that it is necessary to institute separate litigation, whether in the same or another court, in order to defend the claims asserted against it; (iv) the Indemnified Party reasonably concludes that the ability of the Indemnified Party Parties to prevail in the defense of any claim is or will be materially improved if separate counsel represents the Indemnified Party or if separate counsel is appropriate because of legal ethics considerations. An Party; and (v) the Indemnifying Party shall not be liable for have employed counsel reasonably acceptable to the settlement Indemnified Party to take charge of the defense of such action after electing to assume the defense thereof. In the event that the Indemnifying Party elects not to assume the defense of any claim entered into without its prior written consentsuit, which consent claim, action or proceeding, then the Indemnified Party shall not be unreasonably withheld or delayed. The do so and the Indemnifying Party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable pay for, or reimburse Indemnified Party’s prior written consent, which as the Indemnified Party shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding elect, all Losses of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly to the Indemnified Party. If the Indemnifying Party chooses to so defend, all parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request in connection therewith, all at the Indemnifying Party’s sole cost and expense.

Defense and Counsel. At its sole cost and expenseSubject to the terms hereof, the Indemnifying Party may shall have the right to assume the defense of any suit, claim, action or proceeding. In the event that the Indemnifying Party elects to defend any suit, claim or proceeding, then the Indemnifying Party shall notify the Indemnified Party within ten (10) days of having been notified pursuant to this Section 10.1 that the Indemnifying Party elects to employ counsel chosen by and assume the defense of any such claim, suit, action or proceeding. The Indemnifying Party, provided that Party shall institute and maintain any such counsel defense diligently and reasonably and shall be reasonably acceptable to keep the Indemnified PartyParty fully advised of the status thereof. The Indemnified Party shall have the right, at right to employ its own counsel if the Indemnified Party so elects but the fees and expense of such counsel shall be at the Indemnified Party’s expense, to employ unless (i) the employment of such counsel separate from counsel employed shall have been authorized in writing by the Indemnifying Party at the Indemnifying Party’s expense; (ii) such Indemnified Party shall have reasonably concluded that the interests of such parties are conflicting such that it would be inappropriate for the same counsel to represent both parties or shall have reasonably concluded that the ability of the parties to prevail in the defense of any such action and to participate therein; provided, however, that claim are improved if separate counsel represents the Indemnified Party (in which case the Indemnifying Party shall be responsible for not have the right to direct the defense of such action on behalf of the Indemnified Party), and in either of such events such reasonable attorneys’ fees and legal expenses related to shall be borne by the separate counsel retained by Indemnifying Party; (iii) the Indemnified Party if shall have reasonably concluded that it is necessary to institute separate litigation, whether in the same or another court, in order to defend the claims asserted against it; (iv) the Indemnified Party reasonably concludes that the ability of the Indemnified Party parties to prevail in the defense of any claim is or will be materially improved if separate counsel represents the Indemnified Party or if separate counsel is appropriate because of legal ethics considerations. An Party; and (v) the Indemnifying Party shall not be liable for have employed counsel reasonably acceptable to the settlement Indemnified Party to take charge of the defense of such action after electing to assume the defense thereof. In the event that the Indemnifying Party elects not to assume the defense of any claim entered into without its prior written consentsuit, which consent claim, action or proceeding, then the Indemnified Party shall not be unreasonably withheld or delayed. The do so and the Indemnifying Party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable pay for, or reimburse Indemnified Party’s prior written consent, which as the Indemnified Party shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding elect, all Losses of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly to the Indemnified Party. If the Indemnifying Party chooses to so defend, all parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request in connection therewith, all at the Indemnifying Party’s sole cost and expense.

Defense and Counsel. At its sole cost and expenseSubject to the terms hereof, the Indemnifying Party may indemnifying party shall have the right to assume the defense of any suit, claim, action or proceeding. In the event that the indemnifying party elects to defend any suit, claim or proceeding, then the indemnifying party shall notify the indemnified party via facsimile transmission or email, with a copy by mail, within ten (10) days of having been notified pursuant to this Section 10.1 that the indemnifying party elects to employ counsel chosen by and assume the Indemnifying Partydefense of any such claim, provided that suit, action or proceeding. The indemnifying party shall institute and maintain any such defense diligently and reasonably and shall keep the indemnified party fully advised of the status thereof. The indemnified party shall have the right to employ its own counsel if the indemnified party so elects to assume such defense, but the fees and expense of such counsel shall be reasonably acceptable to at the Indemnified Party. The Indemnified Party indemnified party’s expenses, unless (i) the employment of such counsel shall have the right, at its own expense, to employ counsel separate from counsel employed been authorized in writing by the Indemnifying Party indemnifying party; (ii) such indemnified party shall have reasonably concluded that the interests of such parties are conflicting such that it would be inappropriate for the same counsel to represent both parties or shall have reasonably concluded that the ability of the parties to prevail in the defense of any claim are improved if separate counsel represents the indemnified party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party), and to participate therein; provided, however, that the Indemnifying Party in either of such events such reasonable fees and expenses shall be responsible for reasonable attorneys’ fees and legal expenses related to the separate counsel retained borne by the Indemnified Party if indemnifying party; (iii) the Indemnified Party indemnified party shall have reasonably concluded that it is necessary to institute separate litigation, whether in the same or another court, in order to defend the claims asserted against it; (iv) the indemnified party reasonably concludes that the ability of the Indemnified Party parties to prevail in the defense of any claim is or will be materially improved if separate counsel represents the Indemnified Party or if separate counsel is appropriate because of legal ethics considerations. An Indemnifying Party indemnified party; and (v) the indemnifying party shall not be liable for have employed counsel reasonably acceptable to the settlement indemnified party to take charge of the defense of such action after electing to assume the defense thereof. In the event that the indemnifying party elects not to assume the defense of any claim entered into without its prior written consentsuit, which consent claim, action or proceeding, then the indemnified party shall not be unreasonably withheld do so and the indemnifying party shall pay for, or delayed. The Indemnifying Party reimburse indemnified party, as the indemnified party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable Indemnified Party’s prior written consent, which shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly to the Indemnified Party. If the Indemnifying Party chooses to so defendelect, all parties hereto shall cooperate in Losses of the defense thereof and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request in connection therewith, all at the Indemnifying Party’s sole cost and expenseindemnified party.

Defense and Counsel. At its sole cost and expenseSubject to the terms hereof, the Indemnifying Party may party shall have the right to assume the defense of any suit, claim, action or proceeding. In the event that the Indemnifying party elects to defend any suit, claim or proceeding, then the Indemnifying party shall notify the Indemnified party within ten (10) days of having been notified pursuant to this Section 10.1 that the Indemnifying party elects to employ counsel chosen by and assume the defense of any such claim, suit, action or proceeding. The Indemnifying Party, provided that party shall institute and maintain any such defense diligently and reasonably and shall keep the Indemnified party fully advised of the status thereof. The Indemnified party shall have the right to employ its own counsel if the Indemnified party so elects but the fees and expense of such counsel shall be reasonably acceptable to at the Indemnified Party. The Indemnified Party party’s expense, unless (i) the employment of such counsel shall have the right, at its own expense, to employ counsel separate from counsel employed been authorized in writing by the Indemnifying Party party at the Indemnifying party’s expense; (ii) such Indemnified party shall have reasonably concluded that the interests of such parties are conflicting such that it would be inappropriate for the same counsel to represent both parties or shall have reasonably concluded that the ability of the parties to prevail in the defense of any claim are improved if separate counsel represents the Indemnified party (in which case the Indemnifying party shall not have the right to direct the defense of such action on behalf of the Indemnified party), and to participate therein; provided, however, that in either of such events such reasonable fees and expenses shall be borne by the Indemnifying Party shall be responsible for reasonable attorneys’ fees and legal expenses related to the separate counsel retained by party; (iii) the Indemnified Party if party shall have reasonably concluded that it is necessary to institute separate litigation, whether in the same or another court, in order to defend the claims asserted against it; (iv) the Indemnified Party party reasonably concludes that the ability of the Indemnified Party parties to prevail in the defense of any claim is or will be materially improved if separate counsel represents the Indemnified Party or if separate counsel is appropriate because of legal ethics considerations. An party; and (v) the Indemnifying Party party shall not be liable for the settlement of any claim entered into without its prior written consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable Indemnified Party’s prior written consent, which shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly have employed counsel reasonably acceptable to the Indemnified Partyparty to take charge of the defense of such action after electing to assume the defense thereof. If In the event that the Indemnifying Party chooses party elects not to assume the defense of any suit, claim, action or proceeding, then the Indemnified party shall do so defendand the Indemnifying party shall pay for, or reimburse Indemnified party, as the Indemnified party shall elect, all parties hereto shall cooperate in Losses of the defense thereof and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request in connection therewith, all at the Indemnifying Party’s sole cost and expenseIndemnified party.

Defense and Counsel. At its sole cost and expenseSubject to the terms hereof, the Indemnifying indemnifying Party may employ shall defend any suit, claim or proceeding for which the indemnified Party has the right to indemnification under this Section 10.1. The indemnifying Party shall notify the indemnified Party via email, with a copy by mail, within ten (10) days of having been notified pursuant to this Section 10.1 that the indemnifying Party has employed counsel chosen to assume the defense of any such claim, suit or action. The indemnifying Party shall institute and maintain any such defense diligently and reasonably using experienced counsel reasonably approved by the Indemnifying Partyindemnified Party and shall keep the indemnified Party fully advised of the status thereof. The indemnified Party shall have the right to employ its own counsel if the indemnified Party so elects to assume such defense, provided that but the fees and expense of such counsel shall be reasonably acceptable to at the Indemnified indemnified Party. The Indemnified ’s expense unless: (i) the employment of such counsel shall have been authorized in writing by the indemnifying Party; (ii) such indemnified Party shall have the right, at its own expense, to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate therein; provided, however, reasonably concluded that the Indemnifying Party interests of such Parties are conflicting such that it would be inappropriate for the same counsel to represent both Parties or shall be responsible for reasonable attorneys’ fees and legal expenses related to the separate counsel retained by the Indemnified Party if the Indemnified Party have reasonably concludes concluded that the ability of the Indemnified Party Parties to prevail in the defense of any claim is or will be materially are improved if separate counsel represents the Indemnified indemnified Party or if separate counsel is appropriate because of legal ethics considerations. An Indemnifying (in which case the indemnifying Party shall not be liable for have the settlement right to direct the defense of any claim entered into without its prior written consentsuch action on behalf of the indemnified Party if the indemnified Party shall have reasonably concluded that it is necessary to institute separate litigation, which consent shall not be unreasonably withheld whether in the same or delayed. The Indemnifying another court, in order to defend the claims asserted against it); or (iii) the indemnifying Party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable Indemnified Party’s prior written consent, which shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly have employed counsel reasonably acceptable to the Indemnified Party. If the Indemnifying indemnified Party chooses to so defend, all parties hereto shall cooperate in take charge of the defense thereof and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request in connection therewith, all at within ten (10) days of having been notified of the Indemnifying Party’s sole cost and expenseclaim pursuant to this Section 10.1.

Defense and Counsel. At its sole cost and expenseSubject to the terms hereof, the Indemnifying Party may shall have the right to defend any suit, claim or proceeding. The Indemnifying Party shall notify the Indemnified Party via facsimile transmission or email, with a copy by mail, within ten (10) days of having been notified pursuant to this Section 10.1 that the Indemnifying Party elects to employ counsel chosen by and assume the defense of any such claim, suit or action. The Indemnifying Party, provided that Party shall institute and maintain any such counsel defense diligently and reasonably and shall be reasonably acceptable to keep the Indemnified PartyParty fully advised of the status thereof. The Indemnified Party shall have the right, at right to employ its own expensecounsel if the Indemnified Party so elects to assume such defense, to employ but the fees and expense of such counsel separate from shall be at the Indemnified Party’s Expenses, unless (i) the employment of such counsel employed shall have been authorized in writing by the Indemnifying Party; (ii) such Indemnified Party shall have reasonably concluded that the interests of the Parties are conflicting such that it would be inappropriate for the same counsel to represent both Parties or shall have reasonably concluded that the ability of the Parties to prevail in the defense of any such action and to participate therein; provided, however, that claim are improved if separate counsel represents the Indemnified Party (in which case the Indemnifying Party shall be responsible for not have the right to direct the defense of such action on behalf of the Indemnified Party), and in either of such events such reasonable attorneys’ fees and legal expenses related to shall be borne by the separate counsel retained by Indemnifying Party; (iii) the Indemnified Party if shall have reasonably concluded that it is necessary to institute separate litigation, whether in the same or another court, in order to defend the claims asserted against it; (iv) the Indemnified Party reasonably concludes that the ability of the Indemnified Party Parties to prevail in the defense of any claim is or will be materially improved if separate counsel represents the Indemnified Party or if separate counsel is appropriate because of legal ethics considerations. An Party; and (v) the Indemnifying Party shall not be liable for the settlement of any claim entered into without its prior written consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable Indemnified Party’s prior written consent, which shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly have employed counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party chooses to so defend, all parties hereto shall cooperate in take charge of the defense thereof and shall furnish of such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request in connection therewith, all at action after electing to assume the Indemnifying Party’s sole cost and expensedefense thereof.

Defense and Counsel. At its sole cost and expense, the Indemnifying Party may employ counsel chosen by the Indemnifying Party, provided that such counsel shall be reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right, at its own expense, to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate therein; provided, however, that the Indemnifying Party shall be responsible for reasonable attorneys’ fees and legal expenses related to the separate counsel retained by the Indemnified Party if the Indemnified Party reasonably concludes that the ability of the Indemnified Party to prevail in the defense of any claim is or will be materially improved if separate counsel represents the Indemnified Party or if separate counsel is appropriate because of legal ethics considerations. An Indemnifying Party shall not be liable for the settlement of any claim entered into without its prior written consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable Indemnified Party’s prior written consent, which shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly to the Indemnified Party. If the Indemnifying Party chooses to so defend, all parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request requested in connection therewith, all at the Indemnifying Party’s sole cost and expense.. g. Joint Defense Agreement. The parties agree that, if both parties are named as defendants in the same lawsuit, arbitration or other proceeding arising out of or related to this Agreement, Originator Program and/or the Loan Program, the parties may enter into a joint defense agreement reasonably acceptable to the parties; provided, however, that any such joint defense agreement shall not preclude any party from asserting any counterclaims, cross-actions or third- party claims to which it may be entitled to assert. h.

Defense and Counsel. At its sole cost and expenseSubject to the terms hereof, the Indemnifying Party may shall have the right to defend any suit, claim or proceeding. The Indemnifying Party shall notify the Indemnified Party via email, with a copy by mail, within ten (10) days of having been notified of a claim for indemnification pursuant to this Section 9.1 that the Indemnifying Party elects to employ counsel chosen by and assume the defense of any such claim, suit or action. The Indemnifying Party, provided that Party shall institute and maintain any such counsel defense diligently and reasonably and shall be reasonably acceptable to keep the Indemnified PartyParty fully advised of the status thereof. The Indemnified Party shall have the right, at right to employ its own counsel if the Indemnified Party so elects to assume such defense, but the fees and expense of such counsel shall be at the Indemnified Party’s expense, to employ unless (i) the employment of such counsel separate from counsel employed shall have been authorized in writing by the Indemnifying Party; (ii) such Indemnified Party shall have reasonably concluded that the interests of the Parties are conflicting such that it would be inappropriate for the same counsel to represent both Parties or shall have reasonably concluded that the ability of the Parties to prevail in the defense of any such action and to participate therein; provided, however, that claim are improved if separate counsel represents the Indemnified Party (in which case the Indemnifying Party shall be responsible for not have the right to direct the defense of such action on behalf of the Indemnified Party), and in either of such events such reasonable attorneys’ fees and legal expenses related to shall be borne by the separate counsel retained by Indemnifying Party; (iii) the Indemnified Party if shall have reasonably concluded that it is necessary to institute separate litigation, whether in the same or another court, in order to defend the claims asserted against it; (iv) the Indemnified Party reasonably concludes that the ability of the Indemnified Party Parties to prevail in the defense of any claim is or will be materially improved if separate counsel represents the Indemnified Party or if separate counsel is appropriate because of legal ethics considerations. An Party; and (v) the Indemnifying Party shall not be liable for the settlement of any claim entered into without its prior written consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable Indemnified Party’s prior written consent, which shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly have employed counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party chooses to so defend, all parties hereto shall cooperate in take charge of the defense thereof and shall furnish of such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request in connection therewith, all at action after electing to assume the Indemnifying Party’s sole cost and expensedefense thereof.

Defense and Counsel. At its sole cost and expenseSubject to the terms hereof, the Indemnifying Party may shall have the right to defend any suit, claim or proceeding. The Indemnifying Party shall notify the Indemnified Party via facsimile transmission, with a copy by mail, within ten (10) days of having been notified pursuant to this Section 8.3(a) if the Indemnifying Party elects to employ counsel chosen and assume the defense of any such claim, suit or action. Any counsel retained by the Indemnifying Party, provided that Party for such counsel purposes shall be reasonably acceptable to the Indemnified Party. The Indemnifying Party shall institute and maintain any such defense diligently and reasonably and shall keep the Indemnified Party fully advised of the status thereof. The Indemnified Party shall have the right, at right to employ its own expense, to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate therein; provided, however, that the Indemnifying Party shall be responsible for reasonable attorneys’ fees and legal expenses related to the separate counsel retained by the Indemnified Party if the Indemnified Party so elects to assume such defense, but the fees and expense of such counsel shall be at the Indemnified Party’s expenses, unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party; (ii) such Indemnified Party shall have reasonably concludes concluded that the interests of such parties are conflicting such that it would be inappropriate for the same counsel to represent both parties or shall have reasonably concluded that the ability of the Indemnified Party parties to prevail in the defense of any claim is or will be materially are improved if separate counsel represents the Indemnified Party or if separate counsel is appropriate because of legal ethics considerations. An (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), and in either of such events such reasonable fees and expenses shall be liable for borne by the settlement of any claim entered into without its prior written consentIndemnifying Party; (iii) the Indemnified Party shall have reasonably concluded that it is necessary to institute separate litigation, which consent shall not be unreasonably withheld whether in the same or delayed. The another court, in order to defend the claims asserted against it; or (iv) the Indemnifying Party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable Indemnified Party’s prior written consent, which shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly have employed counsel reasonably acceptable to the Indemnified Party. If the Indemnifying Party chooses to so defend, all parties hereto shall cooperate in take charge of the defense thereof and shall furnish of such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request in connection therewith, all at action after electing to assume the Indemnifying Party’s sole cost and expensedefense thereof.

Defense and Counsel. At its sole cost and expenseSubject to the terms hereof, the Indemnifying Party may shall have the right to assume the defense of any suit, claim, action or proceeding. In the event that the Indemnifying Party elects to defend any suit, claim or proceeding, then the Indemnifying Party shall notify the Indemnified Party within ten (10) days of having been notified pursuant to this Section 10.1 that the Indemnifying Party elects to employ counsel chosen by and assume the defense of any such claim, suit, action or proceeding. The Indemnifying Party, provided that Party shall institute and maintain any such counsel defense diligently and reasonably and shall be reasonably acceptable to keep the Indemnified PartyParty fully advised of the status thereof. The Indemnified Party shall have the right, at right to employ its own counsel if the Indemnified Party so elects but the fees and expense of such counsel shall be at the Indemnified Party’s expense, to employ unless (i) the employment of such counsel separate from counsel employed shall have been authorized in writing by the Indemnifying Party at the Indemnifying Party’s expense; (ii) such Indemnified Party shall have reasonably concluded that the interests of such parties are conflicting such that it would be inappropriate for the same counsel to represent both parties or shall have reasonably concluded that the ability of the parties to prevail in the defense of any such action and to participate therein; provided, however, that claim are improved if separate counsel represents the Indemnified Party (in which case the Indemnifying Party shall be responsible for not have the right to direct the defense of such action on behalf of the Indemnified Party), and in either of such events such reasonable attorneys’ fees and legal expenses related to shall be home by the separate counsel retained by Indemnifying Party; (iii) the Indemnified Party if shall have reasonably concluded that it is necessary to institute separate litigation, whether in the same or another court, in order to defend the claims asserted against it; (iv) the Indemnified Party Parry reasonably concludes that the ability of the Indemnified Party parties to prevail in the defense of any claim is or will be materially improved if separate counsel represents the Indemnified Party or if separate counsel is appropriate because of legal ethics considerations. An Party; and (v) the Indemnifying Party shall not be liable for have employed counsel reasonably acceptable to the settlement Indemnified Party to take charge of the defense of such action after electing to assume the defense thereof. In the event that the Indemnifying Party elects not to assume the defense of any claim entered into without its prior written consentsuit, which consent claim, action or proceeding, then the Indemnified Party shall not be unreasonably withheld or delayed. The do so and the Indemnifying Party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable pay for, or reimburse Indemnified Party’s prior written consent, which as the Indemnified Party shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding elect, all Losses of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly to the Indemnified Party. If the Indemnifying Party chooses to so defend, all parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request in connection therewith, all at the Indemnifying Party’s sole cost and expense.