Common use of Defense and Settlement Clause in Contracts

Defense and Settlement. A party seeking indemnification pursuant to this Article 10 (an "indemnified party") shall give prompt notice to the party from whom such indemnification is sought (the "indemnifying party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder. The indemnified party shall assist the indemnifying party in the defense of any such action or proceeding. The indemnifying party shall have the right to, and shall at the request of the indemnified party, assume the defense of any such action or proceeding at its own expense. In any such action or proceeding, the indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless: (a) The indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; or (b) The named parties to any such suit, action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and, in the reasonable judgment of the indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. An indemnifying party shall not be liable under this Section 10.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The indemnifying party may settle any claim without the consent of the indemnified party, but only if the sole relief awarded is monetary damages that are paid in full by the indemnifying party. An indemnified party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the indemnifying party hereunder. Notwithstanding the foregoing, no investigation by an indemnified party at or prior to the Closing shall relieve an indemnifying party of any liability hereunder, unless the indemnified party seeks indemnity in respect of a representation or warranty which it actually had reason to believe to be incorrect as a result of its investigation prior to the Closing and the indemnified party intentionally failed to bring such belief to the attention of the indemnifying party prior to the Closing.

Defense and Settlement. A party seeking indemnification pursuant If any Third Party Claim is brought against an Indemnified Party, the Indemnifying Party shall be entitled to this Article 10 (an "indemnified party") shall give prompt notice to the party from whom such indemnification is sought (the "indemnifying party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder. The indemnified party shall assist the indemnifying party participate in the defense of any such action Third Party Claim and, at its option (unless (i) the Indemnifying Party is also a party to such Third Party Claim and the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnified Party and the Indemnifying Party or proceeding. The indemnifying party shall have (ii) the right to, and shall at Indemnified Party has failed to assume the request defense of the indemnified partyThird Party Claim within 15 days after receipt of notice thereof), to assume the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any such action Third Party Claim for which the Indemnifying Party may have an indemnification obligation pursuant to Section 8.2(a)(viii) or proceeding at its own expense(ix). In any such action If the Indemnifying Party assumes the defense of a Third Party Claim, (i) no compromise or proceeding, the indemnified party shall have the right to retain its own counsel, but the fees and expenses settlement of such counsel shall Third Party Claim may be at its own expense unless: (a) The indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; or (b) The named parties to any such suit, action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and, in the reasonable judgment of the indemnified party, representation of both parties effected by the same counsel would be inappropriate due to actual Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or potential differing interests between them. An indemnifying party shall not be liable under this Section 10.3 for any settlement effected without its consent admission of any claimviolation of Applicable Law or the rights of any Person by the Indemnified Party (or any of its affiliates or their respective directors, litigation managers, officers, shareholders, members, agents, or proceeding in respect of which indemnity representatives) and no effect on any other claims that may be sought hereunder. The indemnifying party may settle any claim without made against the consent of the indemnified partyIndemnified Party, but only if and (B) the sole relief awarded provided is monetary damages that are paid in full by the indemnifying partyIndemnifying Party, and (ii) the Indemnified Party shall have no Liability with respect to any compromise or settlement of such Third Party Claim effected without its consent. An indemnified party shall, subject to its reasonable business needs, use reasonable efforts to minimize If the indemnification sought from Indemnifying Party assumes the indemnifying party hereunder. Notwithstanding the foregoing, no investigation by an indemnified party at or prior to the Closing shall relieve an indemnifying party defense of any liability hereunderThird Party Claim, unless then the indemnified party seeks indemnity in Indemnifying Party will keep the Indemnified Party reasonably informed of the progress of the defense and any compromise or settlement of such claim and will consult with, when appropriate, and consider any reasonable advice from, the Indemnified Party with respect to any such defense, compromise, or settlement. If notice is given to an Indemnifying Party of a representation or warranty which it actually had reason to believe to be incorrect as a result the commencement of its investigation prior to the Closing any Third Party Claim and the indemnified party intentionally failed Indemnifying Party does not, within 15 days after the Indemnified Party’s notice is given, elect to bring assume the defense of such belief Third Party Claim, the Indemnifying Party shall be bound by any determination made in such Third Party Claim or any compromise or settlement effected by the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party may participate at its own expense in such defense (including in any proceedings regarding such Third Party Claim) and will have the right to the attention receive copies of the indemnifying party prior to the Closingall notices, pleadings or other similar submissions regarding such defense.

Defense and Settlement. A party seeking indemnification pursuant to this Article 10 Section 6 (an "indemnified party") shall give prompt notice to the party from whom such indemnification is sought (the "indemnifying party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder. The indemnified party shall assist the indemnifying party in the defense of any such action or proceeding. The indemnifying party shall have the right to, and shall at the request of the indemnified party, assume the defense of any such action or proceeding at its own expense. In any such action or proceeding, the indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless: (a) The indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; or (b) The named parties to any such suit, action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and, in the reasonable judgment of the indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. An indemnifying party shall not be liable under this Section 10.3 6.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The indemnifying party may settle any claim without the consent of the indemnified party, but only if the sole relief awarded is monetary damages that are paid in full by the indemnifying party. An indemnified party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the indemnifying party hereunder. Notwithstanding the foregoing, no investigation by an indemnified party at or prior to the Closing shall relieve an indemnifying party of any liability hereunder, unless the indemnified party seeks indemnity in respect of a representation or warranty which it actually had reason to believe to be incorrect as a result of its investigation prior to the Closing and the indemnified party intentionally failed to bring such belief to the attention of the indemnifying party prior to the Closing.

Defense and Settlement. A party seeking indemnification pursuant to this Article 10 (an "indemnified party") shall give prompt notice to the party from whom such indemnification is sought (the "indemnifying party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder. The indemnified party shall assist the indemnifying party in the defense of any such action or proceeding. The indemnifying party shall have the right to, and shall at the request of the indemnified party, assume the defense of any such action or proceeding at its own expense. In any such action or proceeding, the indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless: (a) The indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; or (b) The named parties to If any such suitclaim, action or proceeding (including for which Tenant indemnifies Landlord or any impleaded parties) include both the indemnifying party other Landlord Indemnitee hereunder is made or brought against any Landlord Indemnitee, then upon demand by a Landlord Indemnitee, Tenant, at its sole cost and the indemnified party andexpense, shall resist or defend such claim, action or proceeding in the reasonable judgment of the indemnified party, representation of both parties Landlord Indemnitee’s name (if necessary) by attorneys approved by the same counsel would be inappropriate due to actual Landlord Indemnitee, which DocuSign Envelope ID: 9A9C9B12-A895-460A-B922-02EA96CBF419888 F039-07D3 96C 95C7 5 F6CAE9878F (b) If any claim, action or potential differing interests between them. An indemnifying party proceeding for which Landlord indemnifies Tenant or any Tenant Party hereunder is made or brought against Tenant or any such Tenant Party, then upon demand by Tenant or such Tenant Party, Landlord, at its sole cost and expense, shall resist or defend such claim, action or proceeding in Tenant’s (or Tenant Party’s) name (if necessary) by attorneys approved by Xxxxxx, which approval shall not be liable under unreasonably withheld. Attorneys for Landlord’s insurer shall be deemed approved for purposes of this Section 10.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The indemnifying party may settle any claim without the consent of the indemnified party, but only if the sole relief awarded is monetary damages that are paid in full by the indemnifying party. An indemnified party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the indemnifying party hereunder25.3(b). Notwithstanding the foregoing, no investigation by an indemnified party Tenant may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of the amount covered under Landlord’s liability insurance for such claim, provided that Tenant shall pay the reasonable fees and disbursements of such attorneys. In addition, if Xxxxxxxx fails to diligently defend any claim, action or proceeding, or if there is a legal conflict or other conflict of interest, then Tenant may retain separate counsel at or prior Landlord’s expense. Notwithstanding anything herein contained to the Closing shall relieve an indemnifying party contrary, Landlord may direct Tenant to settle any claim, suit or other proceeding if (i) such settlement does not obligate Tenant for anything other than the payment of money; (ii) any liability hereunder, unless the indemnified party seeks indemnity in respect of a representation or warranty which it actually had reason to believe payments to be incorrect as a result of its investigation prior made pursuant to such settlement shall be paid in full by Landlord at the Closing time such settlement is reached; (iii) such settlement does not require Tenant to admit any liability; and (iv) Tenant shall have received an unconditional release from the indemnified party intentionally failed other parties to bring such belief to the attention of the indemnifying party prior to the Closingclaim, suit or other proceeding.

Defense and Settlement. A Promptly upon receipt by either party seeking (the “Indemnified Party”) of a notice of a claim, suit or action by a third party for which the Indemnified Party is entitled to indemnification pursuant to by the other party (the “Indemnifying Party”) under this Article 10 (an "indemnified party") Section 5.04 or elsewhere as expressly set forth in this Lease, the Indemnified Party shall give prompt the Indemnifying Party written notice thereof, together with copies of all documents received by the Indemnified Party in connection therewith. The Indemnified Party shall, at the Indemnifying Party’s’ request, tender to the party from whom such indemnification is sought (the "indemnifying party") Indemnifying Party control of the assertion defense and settlement thereof (provided that such settlement does not impose any liability on the Indemnified Party not satisfied by the Indemnifying Party or involve an admission of any claim, or liability on the commencement part of any action or proceeding, the Indemnified Party) and shall reasonably cooperate with the Indemnifying Party in respect of which indemnity may be sought hereundersuch defense. The indemnified party shall assist the indemnifying party in the defense of any such action or proceeding. The indemnifying party shall have the right to, and shall at the request of the indemnified party, assume the defense of any such action or proceeding at its own expense. In any such action or proceeding, the indemnified party Indemnifying Party shall have the right to retain its engage counsel of the Indemnifying Party’s choice reasonably acceptable to the Indemnified Party. Until the Indemnifying Party accepts control of the defense of such claim, the Indemnified Party shall have the right to employ the Indemnified Party’s own counsel, but reasonably acceptable to the fees Indemnifying Party. If the Indemnified Party believes that it needs its own independent counsel, the costs and expenses of such counsel thereof shall be at its for the Indemnified Party’s own expense unless: (a) The indemnifying party account and the indemnified party Indemnified Party shall not have mutually agreed a claim hereunder for reimbursement therefor. The giving of notice including the delivery of all documents and, if requested, tendering defense of claims, required by this paragraph are conditions precedent to the retention of such counsel; or (b) The named parties to any such suit, action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and, in the reasonable judgment of the indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. An indemnifying party shall not be liable Indemnifying Party’s indemnification obligations under this Section 10.3 5.04 or elsewhere as expressly set forth in this Lease, as the case may be. The Indemnified Party shall have no claim for indemnification for any settlement effected without its consent of any claimclaim unless written notice of such settlement shall have been first furnished to the Indemnifying Party in accordance with the provisions of this paragraph, litigation or proceeding and the Indemnifying Party shall have consented, in respect of which indemnity may be sought hereunderwriting, to such settlement. The indemnifying party may settle any claim without the consent of the indemnified If requested by either party, but only if the sole relief awarded is monetary damages that are paid in full by the indemnifying party. An indemnified party shall, subject to its reasonable business needs, parties shall use reasonable efforts to minimize maintain the indemnification sought from the indemnifying party hereunder. Notwithstanding the foregoing, no investigation by an indemnified party at or prior to the Closing shall relieve an indemnifying party confidentiality of any liability non-public matters that are subject to indemnification hereunder, unless except that disclosure of such matters shall not be prohibited (x) if disclosure is required by law or by a court or public authority of competent jurisdiction, (y) in connection with the indemnified party seeks indemnity in respect enforcement of a representation each party’s rights and remedies hereunder, or warranty which it actually had reason (z) to believe to be incorrect as a result of its investigation prior to the Closing each party’s respective insurers, accountants, agents, attorneys, advisors, and the indemnified party intentionally failed to bring such belief to the attention of the indemnifying party prior to the Closingexisting or prospective lenders, investors, or buyers.

Defense and Settlement. A Each party seeking indemnification pursuant agrees to this Article 10 (an "indemnified party") shall give prompt notice to the other, of any third party from whom such indemnification is sought (claims that might give rise to a claim based on the "indemnifying party") indemnity contained in Section 7.2 and Section 7.3, stating the nature and basis of the assertion of any claim, or claim and the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder. The indemnified party amount thereof; provided that the failure to provide such notice promptly shall assist not relieve the indemnifying party in of its indemnification obligation hereunder except to the defense of any such action or proceedingextent that the indemnifying party has been materially prejudiced thereby. The indemnifying party shall have the right to, to defend all such third party claims with litigation counsel of its choice and shall at instruct said counsel to diligently and energetically defend. If the request of the indemnified party, indemnifying party does not assume the defense of any such action third party claims or proceeding at its own expense. In any litigation resulting therefrom within 30 days of receipt of such action or proceedingnotice, the indemnified party may defend against such claim or litigation in such manner as it deems appropriate. If the indemnifying party chooses to exercise its right to defend such claim, it shall keep the other apprised of the developments in the action. The indemnified party shall cooperate in good faith in the defense of each and every claim. Without limitation, such cooperation shall include making available documents and/or witnesses as may be within the control of the indemnified party, cooperating in assisting the indemnifying party in identifying and proving counterclaims against the third party. The indemnifying party shall retain control of the litigation and shall therefore have the right to retain its own counselmake the final decision with respect to defenses, counterclaims and strategy. The indemnified party shall strictly observe all conduct and communication rules that litigation counsel shall impose with respect to the claim or litigation, including, but not limited to, issuance of press releases, public statements and even to statements to individuals within the fees and expenses employ of such counsel shall the indemnified party who either do not have a strict need to know, or, to whom communication would be at its own expense unless: (a) restricted by reason of any protective order in effect. The indemnifying party shall be entitled to settle any third party claim in any manner which, in its sole judgment, is appropriate, and the indemnified party shall have mutually agreed cooperate and comply with such acts as shall be required to the retention of such counsel; or (b) The named parties to any such suit, action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and, in the reasonable judgment of the indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. An indemnifying party shall not be liable under this Section 10.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The indemnifying party may settle any claim without the consent of the indemnified party, but only if the sole relief awarded is monetary damages that are paid in full by the indemnifying party. An indemnified party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the indemnifying party hereunder. Notwithstanding the foregoing, no investigation by an indemnified party at or prior to the Closing shall relieve an indemnifying party of any liability hereunder, unless the indemnified party seeks indemnity in respect of a representation or warranty which it actually had reason to believe to be incorrect as a result of its investigation prior to the Closing and the indemnified party intentionally failed to bring such belief to the attention of the indemnifying party prior to the Closingaccomplish settlement.

Defense and Settlement. A party seeking indemnification pursuant to this Article 10 (an "indemnified party") shall give prompt notice to the party from whom such indemnification is sought (the "indemnifying party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder. The indemnified party shall assist the indemnifying party in the defense of any such action or proceeding. The indemnifying party shall have the right to, and shall at the request of the indemnified party, assume the defense of any such action or proceeding at its own expense. In any such action or proceeding, the indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless: (a) The indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; or or (b) The named parties to any such suit, action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and, in the reasonable judgment of the indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. An indemnifying party shall not be liable under this Section 10.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The indemnifying party may settle any claim without the consent of the indemnified party, but only if the sole relief awarded is monetary damages that are paid in full by the indemnifying party. An indemnified party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the indemnifying party hereunder. Notwithstanding the foregoing, no investigation by an indemnified party at or prior to the Closing shall relieve an indemnifying party of any liability hereunder, unless the indemnified party seeks indemnity in respect of a representation or warranty which it actually had reason to believe to be incorrect as a result of its investigation prior to the Closing and the indemnified party intentionally failed to bring such belief to the attention of the indemnifying party prior to the Closing.

Defense and Settlement. A party seeking indemnification pursuant to this Article 10 (an "indemnified party") shall give prompt notice to the party from whom such indemnification is sought (the "indemnifying party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder. The indemnified party shall assist the indemnifying party in the defense of any such action or proceeding. The indemnifying party shall have the right to, and shall at the request of the indemnified party, assume the defense of any such action or proceeding at its own expense. In any such action or proceeding, the indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless: (a) The indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; or (b) The named parties to If any such suitclaim, action or proceeding (including set forth in Section 25.1 is made or brought against any impleaded parties) include both the indemnifying party and the indemnified party andLandlord Party, then upon demand by a Landlord Party, Tenant, at Tenant’s expense, shall resist or defend such claim, action or proceeding in the reasonable judgment of the indemnified partyLandlord Party’s name (if necessary), representation of both parties by attorneys approved by the same counsel would be inappropriate due to actual or potential differing interests between them. An indemnifying party Landlord Party, which approval shall not be liable under unreasonably withheld (attorneys for Tenant’s insurer shall be deemed approved for purposes of this Section 10.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The indemnifying party may settle any claim without the consent of the indemnified party, but only if the sole relief awarded is monetary damages that are paid in full by the indemnifying party. An indemnified party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the indemnifying party hereunderSection). Notwithstanding the foregoing, no investigation by an indemnified party a Landlord Party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of the amount available under Tenant’s liability insurance carried under Section 11.1 for such claim and Tenant shall pay the reasonable fees and disbursements of such attorneys. If Tenant fails to diligently defend or if there is a legal conflict or other conflict of interest, then Landlord may retain separate counsel at or prior Tenant’s expense. Notwithstanding anything herein contained to the Closing contrary, Tenant may direct the Landlord Party to settle any claim, suit or other proceeding provided that (a) such settlement shall relieve an indemnifying party involve no obligation on the part of the Landlord Party other than the payment of money, (b) any liability hereunder, unless the indemnified party seeks indemnity in respect of a representation or warranty which it actually had reason to believe payments to be incorrect as made pursuant to such settlement shall be paid in full exclusively by Tenant at the time such settlement is reached, (c) such settlement shall not require the Landlord Party to admit any liability, and (d) the Landlord Party shall have received an unconditional release from the other parties to such claim, suit or other proceeding. (b) If any claim, action or proceeding set forth in Section 25.2 is made or brought against any Tenant Party, then upon demand by a result Tenant Party, Landlord, at Landlord’s expense, shall resist or defend such claim, action or proceeding in the Tenant Party’s name (if necessary), by attorneys approved by the Tenant Party, which approval shall not be unreasonably withheld (attorneys for Landlord’s insurer shall be deemed approved for purposes of this Section). Notwithstanding the foregoing, a Tenant Party may retain its investigation prior own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of the amount available under Landlord’s liability insurance carried under Section 11.8 for such claim and Landlord shall pay the reasonable fees and disbursements of such attorneys. If Landlord fails to diligently defend or if there is a legal conflict or other conflict of interest, then Tenant may retain separate counsel at Landlord’s expense. Notwithstanding anything herein contained to the Closing and contrary, Landlord may direct the indemnified party intentionally failed Tenant Party to bring settle any claim, suit or other proceeding provided that (a) such belief to settlement shall involve no obligation on the attention part of the indemnifying party prior Tenant Party other than the payment of money, (b) any payments to be made pursuant to such settlement shall be paid in full exclusively by Landlord at the Closingtime such settlement is reached, (c) such settlement shall not require the Tenant Party to admit any liability, and (d) the Tenant Party shall have received an unconditional release from the other parties to such claim, suit or other proceeding.

Defense and Settlement. A party seeking indemnification pursuant to this Article 10 (an "indemnified party") shall give prompt notice to the party from whom such indemnification is sought (the "indemnifying party") of the assertion of If any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder. The indemnified party shall assist the indemnifying party in the defense of any such action or proceeding. The indemnifying party shall have the right to, and shall at the request of the indemnified party, assume the defense of any such action or proceeding at its own expense. In any such action or proceeding, the indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless: (a) The indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; or (b) The named parties to any such suit, action or proceeding (including is made or brought against any impleaded parties) include both Indemnitee or Tenant Indemnitee, then upon demand by an Indemnitee or a Tenant Indemnitee, Landlord or Tenant, as the indemnifying party case may be, at its sole cost and the indemnified party andexpense, shall resist or defend such claim, action or proceeding in the reasonable judgment of the indemnified partyIndemnitee’s or Tenant Indemnitee’s name (if necessary), representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. An indemnifying attorneys approved by such party , which approval shall not be liable under unreasonably withheld (attorneys for Tenant’s or Landlord’s insurer, as the case may be, shall be deemed approved for purposes of this Section 10.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The indemnifying party may settle any claim without the consent of the indemnified party, but only if the sole relief awarded is monetary damages that are paid in full by the indemnifying party. An indemnified party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the indemnifying party hereunder25.4). Notwithstanding the foregoing, no investigation by an indemnified party Indemnitee or a Tenant Indemnitee, may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of the amount available under Tenant’s or Landlord’s liability insurance, as the case may be, carried under Article 11 for such claim and Tenant or Landlord, as the case may be, shall pay the reasonable fees and disbursements of such attorneys. If either Landlord or Tenant, as the case may be, fails to diligently defend or if there is a legal conflict or other conflict of interest, then Landlord or Tenant, as the case may be, may retain separate counsel at or prior the other party’s expense. Notwithstanding anything herein contained to the Closing contrary, Tenant may direct the Indemnitee or Landlord may direct the Tenant Indemnitee to settle any claim, suit or other proceeding provided that (a) such settlement shall relieve an indemnifying party involve no obligation on the part of the Indemnitee or Tenant Indemnitee other than the payment of money, (b) any liability hereunder, unless the indemnified party seeks indemnity in respect of a representation or warranty which it actually had reason to believe payments to be incorrect made pursuant to such settlement shall be paid in full exclusively by Tenant or Landlord, as a result of its investigation prior the case may be, at the time such settlement is reached, (c) such settlement shall not require the Indemnitee or the Tenant Indemnitee to admit any liability, and (d) the Closing and Indemnitee or the indemnified party intentionally failed Tenant Indemnitee, as the case may be, shall have received an unconditional release from the other parties to bring such belief to the attention of the indemnifying party prior to the Closingclaim, suit or other proceeding.

Defense and Settlement. A party seeking indemnification pursuant to this Article 10 (an "indemnified party") shall give prompt notice to the party from whom such indemnification is sought (the "indemnifying party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder. The parties agree to cooperate fully with each other in connection with the mitigation, defense, negotiation or settlement of any such legal proceeding, claim or demand, and in any event, all parties shall retain the right to participate in the defense of any such legal proceeding, claim or demand. The indemnified party shall assist the indemnifying party in the defense of any such action or proceeding. The indemnifying party shall have the right to, and shall at the request of the indemnified party, assume the defense of any such action or proceeding at its own expenseexpense so long as it conducts the defense actively and diligently and keeps the indemnified party apprised of all developments, including settlement offers, with respect to such action or proceeding. In any such action or proceeding, the indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless: (a) The indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; or or (b) The named parties to any such suit, action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and, in the reasonable judgment of the indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. An indemnifying party shall not be liable under this Section 10.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The indemnifying party may settle any claim without the consent of the indemnified party, but only if the sole relief awarded is monetary damages that are paid in full by the indemnifying party. An indemnified party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the indemnifying party hereunder. Notwithstanding the foregoing, no investigation by an indemnified party at or prior to the Closing shall relieve an indemnifying party of any liability hereunder, unless the indemnified party seeks indemnity in respect of a representation or warranty which it actually had reason to believe to be incorrect as a result of its investigation prior to the Closing and the indemnified party intentionally failed to bring such belief to the attention of the indemnifying party prior to the Closing.

Defense and Settlement. A party seeking indemnification pursuant to this Article 10 (an "indemnified party") shall give prompt notice to the party from whom such indemnification is sought (the "indemnifying party") of the assertion of If any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder. The indemnified party shall assist the indemnifying party in the defense of any such action or proceeding. The indemnifying party shall have the right to, and shall at the request of the indemnified party, assume the defense of any such action or proceeding at its own expense. In any such action or proceeding, the indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless: (a) The indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; or (b) The named parties to any such suit, action or proceeding (including is made or brought against any impleaded parties) include both party entitled to indemnification hereunder, then such party shall provide prompt notice thereof to the indemnifying party and thereafter, upon demand, the indemnified party andindemnifying party, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the reasonable judgment Indemnitee’s name (if necessary), by attorneys approved by the party entitled to indemnification hereunder, which approval shall not be unreasonably withheld (attorneys for the insurer of the indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. An indemnifying party shall not be liable under deemed approved for purposes of this Section 10.3 for any settlement effected without 25.3). Notwithstanding the foregoing, an Indemnitee may retain its consent of own attorneys to participate or assist in defending any claim, litigation action or proceeding involving potential liability in respect excess of which indemnity the amount available under its liability insurance for such claim and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys. If the indemnifying party fails to diligently defend or if there is a legal conflict or other conflict of interest, then the Indemnitee may be sought hereunderretain separate counsel at the indemnifying party’s expense. The Notwithstanding anything herein contained to the contrary, the indemnifying party may direct the Indemnitee to settle any claim claim, suit or other proceeding provided that (a) such settlement shall involve no obligation on the part of the Indemnitee other than the payment of money, (b) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached, (c) such settlement shall not require the Indemnitee to admit any liability, and (d) the Indemnitee shall have received an unconditional release from the other parties to such claim, suit or other proceeding. In addition, the Indemnitee shall not settle any such claim, suit or other proceeding without the consent of the indemnified party, but only if the sole relief awarded is monetary damages that are paid in full by the indemnifying party. An indemnified party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the indemnifying party hereunder. Notwithstanding the foregoing, no investigation by an indemnified party at or prior to the Closing shall relieve an indemnifying party terms of any liability hereundersuch settlement, unless the indemnified party seeks indemnity in respect of a representation Indemnitee waives or warranty which it actually had reason to believe to be incorrect as a result of its investigation prior to the Closing and the indemnified party intentionally failed to bring such belief to the attention releases any further liability of the indemnifying party prior to the Closingwith respect thereto.

Defense and Settlement. A party seeking indemnification pursuant to this Article 10 (an "indemnified party") shall give prompt notice to the party from whom such indemnification is sought (the "indemnifying party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder. The parties agree to cooperate fully with each other in connection with the mitigation, defense, negotiation or settlement of any such legal proceeding, claim or demand, and in any event, all parties shall retain the right to participate in the defense of any such legal proceeding, claim or demand. The indemnified party shall assist the indemnifying party in the defense of any such action or proceeding. The indemnifying party shall have the right to, and shall at the request of the indemnified party, assume the defense of any such action or proceeding at its own expenseexpense so long as it conducts the defense actively and diligently and keeps the indemnified party apprised of all developments, including settlement offers, with respect to such action or proceeding. In any such action or proceeding, the indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless: (a) The indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; or or (b) The named parties to any such suit, action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and, in the reasonable judgment of the indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. An indemnifying party shall not be liable under this Section 10.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The indemnifying party may settle any claim without the consent of the indemnified party, but only if the sole relief awarded is monetary damages that are paid in full by the indemnifying party. An indemnified party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the indemnifying party hereunder. Notwithstanding the foregoing, no investigation by an indemnified party at or prior to the Closing shall relieve an indemnifying party of any liability hereunder, unless the indemnified party seeks indemnity in respect of a representation or warranty which it actually had reason to believe to be incorrect as a result of its investigation prior to the Closing and the indemnified party intentionally failed to bring such belief to the attention of the indemnifying party prior to the Closing.

Defense and Settlement. A party seeking indemnification pursuant If any Third Party Claim is brought against an Indemnified Party, the Indemnifying Party shall be entitled to this Article 10 (an "indemnified party") shall give prompt notice to the party from whom such indemnification is sought (the "indemnifying party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder. The indemnified party shall assist the indemnifying party participate in the defense of any such action Third Party Claim and, at its option (unless (i) the Indemnifying Party is also a party to such Third Party Claim and the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnified Party and the Indemnifying Party or proceeding. The indemnifying party shall have (ii) the right to, and shall at Indemnified Party has failed to assume the request defense of the indemnified partyThird Party Claim within 15 days after receipt of notice thereof), to assume the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any such action Third Party Claim for which the Indemnifying Party may have an indemnification obligation pursuant to Section 8.2(i) or proceeding at its own expense(j). In any such action If the Indemnifying Party assumes the defense of a Third Party Claim, (i) no compromise or proceeding, the indemnified party shall have the right to retain its own counsel, but the fees and expenses settlement of such counsel shall Third Party Claim may be at its own expense unless: (a) The indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; or (b) The named parties to any such suit, action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and, in the reasonable judgment of the indemnified party, representation of both parties effected by the same counsel would be inappropriate due to actual Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or potential differing interests between them. An indemnifying party shall not be liable under this Section 10.3 for any settlement effected without its consent admission of any claimviolation of Applicable Law or the rights of any Person by the Indemnified Party (or any of its affiliates or their respective directors, litigation managers, officers, shareholders, members, agents, or proceeding in respect of which indemnity representatives) and no effect on any other claims that may be sought hereunder. The indemnifying party may settle any claim without made against the consent of the indemnified partyIndemnified Party, but only if and (B) the sole relief awarded provided is monetary damages that are paid in full by the indemnifying partyIndemnifying Party, and (ii) the Indemnified Party shall have no Liability with respect to any compromise or settlement of such Third Party Claim effected without its consent. An indemnified party shall, subject to its reasonable business needs, use reasonable efforts to minimize If the indemnification sought from Indemnifying Party assumes the indemnifying party hereunder. Notwithstanding the foregoing, no investigation by an indemnified party at or prior to the Closing shall relieve an indemnifying party defense of any liability hereunderThird Party Claim, unless then the indemnified party seeks indemnity in Indemnifying Party will keep the Indemnified Party reasonably informed of the progress of the defense and any compromise or settlement of such claim and will consult with, when appropriate, and consider any reasonable advice from, the Indemnified Party with respect to any such defense, compromise, or settlement. If notice is given to an Indemnifying Party of a representation or warranty which it actually had reason to believe to be incorrect as a result the commencement of its investigation prior to the Closing any Third Party Claim and the indemnified party intentionally failed Indemnifying Party does not, within 15 days after the Indemnified Party’s notice is given, elect to bring assume the defense of such belief Third Party Claim, the Indemnifying Party shall be bound by any determination made in such Third Party Claim or any compromise or settlement effected by the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party may participate at its own expense in such defense (including in any proceedings regarding such Third Party Claim) and will have the right to the attention receive copies of the indemnifying party prior to the Closingall notices, pleadings or other similar submissions regarding such defense.

Defense and Settlement. A party seeking indemnification pursuant to this Article 10 (an "indemnified party") shall give prompt notice to the party from whom such indemnification is sought (the "indemnifying party") of the assertion of If any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder. The indemnified party shall assist the indemnifying party in the defense of any such action or proceeding. The indemnifying party shall have the right to, and shall at the request of the indemnified party, assume the defense of any such action or proceeding at its own expense. In any such action or proceeding, the indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless: (a) The indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; or (b) The named parties to any such suit, action or proceeding (including is made or brought against any impleaded parties) include both Indemnitee, then upon demand by an Indemnitee, for which the indemnifying party provisions of Section 25.1 apply, Tenant, at its sole cost and the indemnified party andexpense, shall resist or defend such claim, action or proceeding in the reasonable judgment of the indemnified partyIndemnitee’s name (if necessary), representation of both parties by attorneys approved by the same counsel would be inappropriate due to actual or potential differing interests between them. An indemnifying party Indemnitee, which approval shall not be liable under unreasonably withheld, conditioned or delayed (attorneys for Tenant’s insurer shall be deemed approved for purposes of this Section 10.3 for any settlement effected without its consent of 25.3). If any claim, litigation action or proceeding is made or brought against any Indemnitee, then upon demand by an Indemnitee, for which the provisions of Section 25.2 apply, Landlord, at its sole cost and expense, shall resist or defend such claim, action or proceeding in respect of which indemnity may be sought hereunder. The indemnifying party may settle any claim without the consent of the indemnified partyIndemnitee’s name (if necessary), but only if the sole relief awarded is monetary damages that are paid in full by attorneys approved by the indemnifying party. An indemnified party shallIndemnitee, subject to its reasonable business needswhich approval shall not be unreasonably withheld, use reasonable efforts to minimize the indemnification sought from the indemnifying party hereunderconditioned or delayed (attorneys for Landlord’s insurer shall be deemed approved for purposes of this Section 25.3). Notwithstanding the foregoing, no investigation by an indemnified Indemnitee may retain its own attorneys, at its sole cost and expense, to participate or assist in defending any claim, action or proceeding involving potential liability in excess of the amount available under Tenant’s (or as applicable Landlord’s) liability insurance carried under Section 11.1 for such claim. If Tenant or Landlord, as applicable, fails to properly and timely defend or if there is a legal conflict or other conflict of interest, then the other party may retain separate counsel at or prior Tenant’s expense. Notwithstanding anything herein contained to the Closing shall relieve an indemnifying party of any liability hereundercontrary, unless the indemnified party seeks indemnity in respect of a representation or warranty which it actually had reason to believe to be incorrect as a result of its investigation prior to the Closing and the indemnified party intentionally failed to bring such belief to the attention of the indemnifying party prior may direct the Indemnitee to settle any claim, suit or other proceeding provided that (a) such settlement shall involve no obligation on the Closingpart of the Indemnitee, (b) any payments to be made pursuant to such settlement shall be paid in full exclusively by indemnifying party at the time such settlement is reached or otherwise in accordance with any settlement agreement related thereto, (c) such settlement shall not require the Indemnitee to admit any liability, and (d) the Indemnitee shall have received an unconditional release from the other parties to such claim, suit or other proceeding.

Defense and Settlement. A party seeking indemnification pursuant to this Article 10 (an "indemnified party") shall give prompt notice to the party from whom such indemnification is sought (the "indemnifying party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder. The indemnified party shall assist the indemnifying party in the defense of any such action or proceeding. The indemnifying party shall have the right to, and shall at the request of the indemnified party, assume the defense of any such action or proceeding at its own expense. In any such action or proceeding, the indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless: (a) The indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; or (b) The named parties to If any such suitclaim, action or proceeding (including set forth in Section 25.1 is made or brought against any impleaded parties) include both the indemnifying party Landlord Party, then upon demand by a Landlord Party, Tenant, at Tenant’s sole cost and the indemnified party andexpense, shall resist or defend such claim, action or proceeding in the reasonable judgment of the indemnified partyLandlord Party’s name (if necessary), representation of both parties by attorneys approved by the same counsel would be inappropriate due to actual or potential differing interests between them. An indemnifying party Landlord Party, which approval shall not be liable under unreasonably withheld (attorneys for Tenant’s insurer shall be deemed approved for purposes of this Section 10.3 for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The indemnifying party may settle any claim without the consent of the indemnified party, but only if the sole relief awarded is monetary damages that are paid in full by the indemnifying party. An indemnified party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the indemnifying party hereunder25.3). Notwithstanding the foregoing, no investigation by an a Landlord Party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of the amount available under Tenant’s liability insurance carried under Section 11.1 for such claim and Tenant shall pay the reasonable fees and disbursements of such attorneys. If Tenant fails to diligently defend or if there is a legal conflict or other conflict of interest, then Landlord may retain separate counsel at Xxxxxx’s expense. The obligations of Tenant under any indemnity herein shall be conditioned upon the Landlord Parties being reasonable in approving a settlement of any indemnified party at or prior claim. Notwithstanding anything herein contained to the Closing contrary, Tenant may direct the Landlord Party to settle any claim, suit or other proceeding provided that (a) such settlement shall relieve involve no obligation on the part of the Landlord Party other than the payment of money, (b) any payments to be made pursuant to such settlement shall be paid in full exclusively by Tenant (or any other Person other than Landlord) at the time such settlement is reached, (c) such settlement shall not require the Landlord Party to admit any liability, and (d) the Landlord Party shall have received an indemnifying party unconditional release from the other parties to such claim, suit or other proceeding. (b) If any claim, action or proceeding set forth in Section 25.2 is made or brought against any Tenant Party, then upon demand by a Tenant Party, Landlord, at Landlord’s sole cost and expense, shall resist or defend such claim, action or proceeding in the Tenant Party’s name (if necessary), by attorneys approved by the Tenant Party, which approval shall not be unreasonably withheld (attorneys for Landlord’s insurer shall be deemed approved for purposes of this Section 25.3). Notwithstanding the foregoing, a Tenant Party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of the amount available under Xxxxxxxx’s liability insurance carried under Section 11.8 for such claim and Landlord shall pay the reasonable fees and disbursements of such attorneys. If Landlord fails to diligently defend or if there is a legal conflict or other conflict of interest, then Tenant may retain separate counsel at Landlord’s expense. The obligations of Landlord under any indemnity herein shall be conditioned upon the Tenant Parties being reasonable in approving a settlement of any liability hereunderindemnified claim. Notwithstanding anything herein contained to the contrary, unless Landlord may direct the indemnified party seeks indemnity in respect Tenant Party to settle any claim, suit or other proceeding provided that (a) such settlement shall involve no obligation on the part of a representation or warranty which it actually had reason to believe the Tenant Party other than the payment of money, (b) any payments to be incorrect as a result of its investigation prior made pursuant to such settlement shall be paid in full exclusively by Landlord (or any other Person other than Tenant) at the Closing time such settlement is reached, (c) such settlement shall not require the Tenant Party to admit any liability, and (d) the indemnified party intentionally failed Tenant Party shall have received an unconditional release from the other parties to bring such belief to the attention of the indemnifying party prior to the Closingclaim, suit or other proceeding.