Defense of Indemnified Parties. Promptly after receipt by an ------------------------------ Indemnified Party of notice of the commencement or assertion against it of any claim, action or proceeding, such Indemnified Party shall, if a claim in respect thereof is to be made against Tenant under this Article VIII, notify Tenant thereof; but the omission so to notify Tenant shall not relieve Tenant from any liability which it may have to such Indemnified Party under this Article VIII except to the extent that Tenant shall have been prejudiced by such failure. As long as no Event of Default exists and provided that representation by counsel selected by Tenant will not, in Indemnified Party's reasonable judgment (which judgment may be based on, without limitation, due consideration of any obligation such Indemnified Party may have to indemnify other parties in connection with the same matter, including requirements as to right of contest, time of indemnification and undertaking of defense of such other parties), prejudice Indemnified Party in any manner, Tenant, at its sole cost and expense, shall have the right by counsel reasonably satisfactory to the Indemnified Party, to contest, resist and defend any claim, action or proceeding with respect to which it shall have received the Notice described in the preceding sentence; provided, however, that Tenant may not compromise or otherwise dispose of the same without the prior written approval of the Indemnified Party, such approval not to be unreasonably withheld, conditioned, or delayed so long as the Indemnified Party receives a full release with respect to the claim, action or proceeding. If an Event of Default exists, or, in Indemnified Party's judgment, representation by counsel selected by Tenant will prejudice Indemnified Party in any manner, such Indemnified Party shall have the right to retain its own counsel and defend such action. If Tenant shall have assumed responsibility for such contest and defense, Tenant shall not be obligated to pay any attorneys' fees or other legal costs incurred by or on behalf of the Indemnified Party unless an Event of Default exists. Notwithstanding the foregoing, each Indemnified Party shall, at Tenant's request and expense, cooperate with Tenant, at no cost or expense to the Indemnified Party, in the defense of any such claim, action or proceeding.
Defense of Indemnified Parties. Upon demand by any Indemnified Party, Indemnitor shall defend any investigation, action or proceeding involving any Indemnified Costs which is brought or commenced against any Indemnified Party, whether alone or together with Indemnitor or any other person, all at Indemnitor's own cost and by counsel to be approved by the Indemnified Party in the exercise of its reasonable judgment. In the alternative, any Indemnified Party may elect to conduct its own defense at the expense of Indemnitor.
Defense of Indemnified Parties. Upon demand by any Indemnified Party, the Company and its Subsidiaries shall defend any investigation, action or proceeding involving any Indemnified Costs which is brought or commenced against any Indemnified Party, whether alone or together with the Company or any other person, all at the Company's own, cost and by counsel to be approved by the Indemnified Party in the exercise of its reasonable judgment. In the alternative, any Indemnified Party may elect to conduct its own defense at the expense of the Company and its Subsidiaries.
Defense of Indemnified Parties. Upon demand by any Indemnified Party pursuant to this Agreement, Borrower shall defend any investigation, action, or proceeding involving any Indemnified Costs that is brought or commenced against any Indemnified Party, whether alone or together with Borrower or any other person, all at Borrower’s own cost and by counsel reasonably approved by the Indemnified Party. In the event the applicable Indemnified Party reasonably determines that Borrower is failing to timely comply with such defense obligations therein, any Indemnified Party may elect to conduct its own defense at Borrower’s expense (such costs and expenses to be commercially reasonable).
Defense of Indemnified Parties. In the event that any suit or other proceeding is brought against any of the Indemnified Parties at any time on account of any of the Liabilities, Indemnitor shall, upon the request of an Indemnified Party against whom any suit or proceeding is brought (each a "Defending Indemnitee"), (i) assume the defense of the Defending Indemnitee, (ii) defend the Defending Indemnitee, at Indemnitor's expense, with counsel selected by Indemnitor and approved by Indemnitee in its reasonable discretion and (iii) pay all judgments, fines, penalties, and other fees and expenses in connection therewith.
Defense of Indemnified Parties. Upon demand by any Indemnified Party, the Indemnitor shall defend any investigation, action or proceeding involving any Indemnified Costs which is brought or commenced against any Indemnified Party, whether alone or together with the Indemnitor or any other Person, all at the Indemnitor's own cost and by counsel to be approved by the Indemnified Party in the exercise of its reasonable judgment. If the Indemnitor fails to comply with the foregoing provision, any Indemnified Party may elect to conduct its own 177 defense at the expense of the Indemnitor. The Indemnified Parties shall, to the extent practicable, retain one counsel to represent all Indemnified Parties.
Defense of Indemnified Parties. Upon demand by any Indemnified Party, Trustor shall defend any investigation, action or proceeding involving any Indemnified Costs which is brought or commenced against any Indemnified Party, whether alone or together with Trustor or any other person, all at Indemnitor's own cost and by counsel to be approved by the Indemnified Party in the exercise of its sole discretion. In the alternative, any Indemnified Party may elect to conduct its own defense at the expense of Trustor.
Defense of Indemnified Parties. Promptly after receipt by an Indemnified Party of notice of the commencement or assertion against it of any claim, action or proceeding, such Indemnified Party shall, if a claim in respect thereof is to be made against Tenant under this Article VIII, notify Tenant thereof; but the omission so to notify Tenant shall not relieve Tenant from any liability which it may have to such Indemnified Party under this Article VIII except to the extent that Tenant shall have been prejudiced by such failure. As long as no Event of Default exists and provided that representation by counsel selected by Tenant will not, in Indemnified Party's reasonable judgment (which judgment may be based on, without limitation, due consideration of any obligation such Indemnified Party may have to indemnify other parties in connection with the same matter, including requirements as to right of contest, time of indemnification and undertaking of defense of such other parties), prejudice Indemnified Party in any manner, Tenant, at its sole cost and expense, 38 shall have the right by counsel reasonably satisfactory to the Indemnified Party, to contest, resist and defend any claim, action or proceeding with
Defense of Indemnified Parties. Upon demand by any Indemnified Party, Borrower shall defend any investigation, action or proceeding involving any Indemnified Costs which is brought or commenced against any Indemnified Party, whether alone or together with Borrower or any other Person, all at the indemnitor's own cost and by counsel reasonably satisfactory to the Indemnified Party. If (a) an Indemnified Party is advised in an opinion of counsel that there may be legal defenses available to it that are different from or in addition to those available to Borrower and Borrower fails to raise such legal defenses, or
Defense of Indemnified Parties. Upon demand by any Indemnified Party pursuant to this Agreement, Indemnitor shall defend any investigation, action, or proceeding involving any Indemnified Costs that is brought or commenced against any Indemnified Party, whether alone or together with Indemnitor or any other person, all at Indemnitor’s own cost and by counsel reasonably approved by the Indemnified Party. In the event the applicable Indemnified Party reasonably determines that Indemnitor is failing to timely comply with such defense obligations therein, any Indemnified Party may elect to conduct its own defense at Indemnitor’s expense (such costs and expenses to be commercially reasonable).
