Common use of Defense of Claims and Actions Clause in Contracts

Defense of Claims and Actions. If any claim or action is asserted or commenced against any Correspondent Party or any Ridge Party (an “Indemnitee”) in re­spect of which indemnity may be sought against Ridge or Correspondent (an “Indemnifying Party”) as the case may be pursuant to this Agreement, such Indemnitee will notify the applicable Indemnifying Party in writing, and such Indemnifying Party shall assume the defense of such claim or action, including the employment of counsel and pay­ment of attorneys’ fees and expenses, as incurred, on behalf of such Indemnitee. Each Indemnitee against whom such claim or action is asserted or commenced shall have the right to employ its own separate counsel, but the fees and expenses of such separate counsel shall be at the expense of such Indemnitee unless: (1) the employ­ment of such separate counsel shall have been authorized in writing by the Indemnifying Party; (2) the Indemnifying Party shall not have employed counsel to conduct the defense of such Indemnitee; or (3) such Indemnitee shall have reasonably concluded that, as between such Indemnitee and the Indemnifying Party or between such Indemnitee and one or more of the other Indemnitees, there may be a conflict of interest requiring separate counsel. In the event that any of the circumstances referred to in clauses (1)-(3) of the pre­ceding sentence occurs, the fees and expenses of the separate counsel employed by such Indemnitee shall be borne in their entirety by the Indemnifying Party, and the Indemnifying Party shall not have the right to direct the defense of such Indemnitee. In any event, the Indemnifying Party shall cooperate in the defense of any such claim or action against an Indemnitee, including, without limitation, in the effectuation of any settlement which such Indemnitee, in its reasonable discretion, deems appropriate, the costs of which settlement shall be borne in their entirety by the Indemnifying Party.

Defense of Claims and Actions. If any claim or action is asserted or commenced against any Correspondent Party or any Ridge Party (an “Indemnitee”) Indemnitee in re­spect respect of which indemnity may be sought against Ridge or Correspondent (an “Indemnifying Party”) as the case may be pursuant to this Agreement, such Ridge Indemnitee will notify the applicable Indemnifying Party Correspondent in writing, and such Indemnifying Party Correspondent shall assume the defense of such claim or action, including the employment of counsel and pay­ment payment of attorneys’ fees and expenses, as incurred, on behalf of such Ridge Indemnitee. Each Ridge Indemnitee against whom such claim or action is asserted or commenced shall have the right to employ its own separate counsel, but the fees and expenses of such separate counsel shall be at the expense of such Ridge Indemnitee unless: (1) the employ­ment employment of such separate counsel shall have been authorized in writing by the Indemnifying PartyCorrespondent; (2) the Indemnifying Party Correspondent shall not have employed counsel to conduct the defense of such Ridge Indemnitee; or (3) such Ridge Indemnitee shall have reasonably concluded that, as between such Ridge Indemnitee and the Indemnifying Party Correspondent or between such Ridge Indemnitee and one or more of the other Ridge Indemnitees, there may be a conflict of interest requiring separate counsel. In the event that any of the circumstances referred to in clauses (1)-(3) of the pre­ceding preceding sentence occurs, the fees and expenses of the separate counsel employed by such Ridge Indemnitee shall be borne in their entirety by the Indemnifying PartyCorrespondent, and the Indemnifying Party Correspondent shall not have the right to direct the defense of such Ridge Indemnitee. In any event, the Indemnifying Party Correspondent shall cooperate in the defense of any such claim or action against an Ridge Indemnitee, including, without limitation, in the effectuation of any settlement which such Ridge Indemnitee, in its reasonable discretion, deems appropriate, the costs of which settlement shall be borne in their entirety by the Indemnifying PartyCorrespondent.

Defense of Claims and Actions. If any claim or action is asserted or commenced against any Correspondent Party or any Ridge Party (an “Indemnitee”) of the Clearing Broker Indemnities in re­spect respect of which indemnity may be sought against Ridge or Correspondent (an “Indemnifying Party”) as the case may be pursuant to this Agreement, such Indemnitee will Clearing Broker Indemnities shall notify the applicable Indemnifying Party Correspondent in writing, and such Indemnifying Party Correspondent shall assume the defense of such claim or action, including the employment of counsel and pay­ment payment of attorneys’ ' fees and expenses, as incurred, on behalf of such IndemniteeClearing Broker Indemnities. Each Clearing Broker Indemnitee against whom such claim or action is asserted or commenced shall have the right to employ its own separate counsel, but the fees and expenses of such separate counsel shall be at the expense of such Clearing Broker Indemnitee unless: (1) the employ­ment employment of such separate counsel shall have been authorized in writing by the Indemnifying PartyCorrespondent; (2) the Indemnifying Party Correspondent shall not have employed counsel to conduct the defense of such Clearing Broker Indemnitee; or (3) such Indemnitee Clearing Broker Indemnitee, shall have reasonably concluded that, that as between such Clearing Broker Indemnitee and the Indemnifying Party Correspondent or between such Clearing Broker Indemnitee and one or more of the other Clearing Broker Indemnitees, there may be a conflict of interest requiring separate counsel. In the event that any of the circumstances referred to in clauses (1)-(3) of the pre­ceding preceding sentence occurs, the fees and expenses of the separate counsel employed by such Clearing Broker Indemnitee shall be borne in their entirety by the Indemnifying PartyCorrespondent, and the Indemnifying Party Correspondent shall not have the right to direct the defense of such Clearing Broker Indemnitee. In any event, the Indemnifying Party Correspondent shall cooperate in the defense of any such claim or action against an a Clearing Broker Indemnitee, including, without limitation, in the effectuation of any settlement which such Clearing Broker Indemnitee, in its reasonable discretion, deems appropriate, the costs of which settlement shall be borne in their entirety by the Indemnifying PartyCorrespondent.

Defense of Claims and Actions. If any claim or action is asserted or commenced against any Correspondent Party or any Ridge Party (an “Indemnitee”) of the ICS Indemnitees in re­spect respect of which indemnity may be sought against Ridge or Correspondent (an “Indemnifying Party”) as the case may be pursuant to this Agreement, such Indemnitee will ICS Indemnitees shall notify the applicable Indemnifying Party Correspondent in writing, and such Indemnifying Party Correspondent shall assume the defense of such claim or action, including the employment of counsel and pay­ment payment of attorneys’ fees and expenses, as incurred, on behalf of such IndemniteeICS Indemnitees. Each ICS Indemnitee against whom such claim or action is asserted or commenced shall have the right to employ its own separate counsel, but the fees and expenses of such separate counsel shall be at the expense of such ICS Indemnitee unless: (1) the employ­ment employment of such separate counsel shall have been authorized in writing by the Indemnifying PartyCorrespondent; (2) the Indemnifying Party Correspondent shall not have employed counsel to conduct the defense of such ICS Indemnitee; or (3) such ICS Indemnitee shall have reasonably concluded that, as between such ICS Indemnitee and the Indemnifying Party Correspondent or between such ICS Indemnitee and one or more of the other ICS Indemnitees, there may be a conflict of interest requiring separate counsel. In the event that any of the circumstances referred to in clauses (1)-(3l)-(3) of the pre­ceding preceding sentence occurs, the fees and expenses of the separate counsel employed by such ICS Indemnitee shall be borne in their entirety by the Indemnifying PartyCorrespondent, and the Indemnifying Party Correspondent shall not have the right to direct the defense of such ICS Indemnitee. In any event, the Indemnifying Party Correspondent shall cooperate in the defense of any such claim or action against an a ICS Indemnitee, including, without limitation, in the effectuation of any settlement which such ICS Indemnitee, in its reasonable discretion, deems appropriate, the costs of which settlement shall be borne in their entirety by the Indemnifying PartyCorrespondent.