Common use of Duty to Defend; Notice of Loss Clause in Contracts

Duty to Defend; Notice of Loss. Grantee acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee prompt notice of any Loss under Section 9.1 and Grantee shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee if representation of such Indemnified Party by the counsel retained by Grantee would be inappropriate due to conflicts of interest between such Indemnified Party and Grantee. An Indemnified Party's failure to notify Grantee promptly of any Loss shall not relieve Grantee of any liability to such Indemnified Party pursuant to Section 9.1, unless such failure materially impairs Grantee’s ability to defend such Loss. Grantee shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee Xxxxxxx acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee prompt notice of any Loss under Section 9.1 and Grantee shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee if representation of such Indemnified Party by the counsel retained by Grantee Xxxxxxx would be inappropriate due to conflicts of interest between such Indemnified Party and Grantee. An Indemnified Party's failure to notify Grantee promptly of any Loss shall not relieve Grantee of any liability to such Indemnified Party pursuant to Section 9.1, unless such failure materially impairs Grantee’s ability to defend such Loss. Grantee shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee Xxxxxxx acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee prompt notice of any Loss under Section 9.1 and Grantee shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee if representation of such Indemnified Party by the counsel retained by Grantee Xxxxxxx would be inappropriate due to conflicts of interest between such Indemnified Party and Grantee. An Indemnified Party's failure to notify Grantee promptly of any Loss shall not relieve Grantee of any liability to such Indemnified Party pursuant to Section 9.1, unless such failure materially impairs GranteeXxxxxxx’s ability to defend such Loss. Grantee shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee SUBRECIPIENT acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.16.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.16.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee SUBRECIPIENT by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee SUBRECIPIENT prompt notice of any Loss under Section 9.1 6.1 and Grantee SUBRECIPIENT shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee SUBRECIPIENT if representation of such Indemnified Party by the counsel retained by Grantee SUBRECIPIENT would be inappropriate due to conflicts of interest between such Indemnified Party and GranteeSUBRECIPIENT. An Indemnified Party's failure to notify Grantee SUBRECIPIENT promptly of any Loss shall not relieve Grantee SUBRECIPIENT of any liability to such Indemnified Party pursuant to Section 9.16.1, unless such failure materially impairs GranteeSUBRECIPIENT’s ability to defend such Loss. Grantee SUBRECIPIENT shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee SUBRECIPIENT contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee San Mateo acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.16.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.16.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee San Mateo by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee San Mateo prompt notice of any Loss under Section 9.1 6.1 and Grantee San Mateo shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee San Mateo if representation of such Indemnified Party by the counsel retained by Grantee San Mateo would be inappropriate due to conflicts of interest between such Indemnified Party and GranteeSan Mateo. An Indemnified Party's failure to notify Grantee San Mateo promptly of any Loss shall not relieve Grantee San Mateo of any liability to such Indemnified Party pursuant to Section 9.16.1, unless such failure materially impairs GranteeSan Mateo’s ability to defend such Loss. Grantee San Mateo shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee San Mateo contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee Contractor acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; (c) applies to any Loss which actually or potentially falls within the scope of Section 9.1, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on City and (cd) arises at the time the Loss is tendered to Grantee Contractor by the Indemnified Party and continues at all times thereafter. In addition to Contractor’s obligation to indemnify City, Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend City from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to Contractor by City and continues at all times thereafter. The Indemnified Party shall give Grantee prompt notice of any Loss under Section 9.1 and Grantee shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee Contractor if representation of such Indemnified Party by the counsel retained by Grantee Contractor would be inappropriate due to conflicts of interest between such Indemnified Party and GranteeContractor. An Indemnified Party's failure to notify Grantee promptly of any Loss shall not relieve Grantee of any liability to such Indemnified Party pursuant to Section 9.1, unless such failure materially impairs Grantee’s ability to defend such Loss. Grantee Contractor shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee Contractor contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee XXXXX acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.16.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.16.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee MARIN by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee MARIN prompt notice of any Loss under Section 9.1 6.1 and Grantee MARIN shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee MARIN if representation of such Indemnified Party by the counsel retained by Grantee XXXXX would be inappropriate due to conflicts of interest between such Indemnified Party and GranteeMARIN. An Indemnified Party's failure to notify Grantee MARIN promptly of any Loss shall not relieve Grantee MARIN of any liability to such Indemnified Party pursuant to Section 9.16.1, unless such failure materially impairs GranteeMARIN’s ability to defend such Loss. Grantee XXXXX shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee XXXXX contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee SAN MATEO acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.16.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.16.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee SAN MATEO by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee SAN MATEO prompt notice of any Loss under Section 9.1 6.1 and Grantee SAN MATEO shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee SAN MATEO if representation of such Indemnified Party by the counsel retained by Grantee SAN MATEO would be inappropriate due to conflicts of interest between such Indemnified Party and GranteeSAN MATEO. An Indemnified Party's failure to notify Grantee SAN MATEO promptly of any Loss shall not relieve Grantee SAN MATEO of any liability to such Indemnified Party pursuant to Section 9.16.1, unless such failure materially impairs GranteeSAN MATEO’s ability to defend such Loss. Grantee SAN MATEO shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee SAN MATEO contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee WALNUT CREEK acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.16.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.16.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee WALNUT CREEK by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee WALNUT CREEK prompt notice of any Loss under Section 9.1 6.1 and Grantee WALNUT CREEK shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee WALNUT CREEK if representation of such Indemnified Party by the counsel retained by Grantee WALNUT CREEK would be inappropriate due to conflicts of interest between such Indemnified Party and GranteeWALNUT CREEK. An Indemnified Party's failure to notify Grantee WALNUT CREEK promptly of any Loss shall not relieve Grantee WALNUT CREEK of any liability to such Indemnified Party pursuant to Section 9.16.1, unless such failure materially impairs GranteeWALNUT CREEK’s ability to defend such Loss. Grantee WALNUT CREEK shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee WALNUT CREEK contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee and Owner acknowledges and agrees that its its/their obligation to defend the Indemnified Parties under Section 9.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false false, or fraudulent; and (c) arises at the time the Loss is tendered to Grantee or Owner by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee and Owner prompt notice of any Loss under Section 9.1 and Grantee and Owner shall have the right to defend, settle settle, and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee and Owner if representation of such Indemnified Party by the counsel retained by Grantee or Owner would be inappropriate due to conflicts of interest between such Indemnified Party and GranteeGrantee or Owner. An Indemnified Party's ’s failure to notify Grantee or Owner promptly of any Loss shall not relieve Grantee or Owner of any liability to such Indemnified Party pursuant to Section 9.1, unless such failure materially impairs Grantee’s or Owner’s ability to defend such Loss. Grantee or Owner shall seek the Indemnified Party's ’s prior written consent to settle or compromise any Loss if Grantee or Owner contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee ALAMEDA acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.16.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.16.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee ALAMEDA by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee ALAMEDA prompt notice of any Loss under Section 9.1 6.1 and Grantee ALAMEDA shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee ALAMEDA if representation of such Indemnified Party by the counsel retained by Grantee ALAMEDA would be inappropriate due to conflicts of interest between such Indemnified Party and GranteeALAMEDA. An Indemnified Party's failure to notify Grantee ALAMEDA promptly of any Loss shall not relieve Grantee ALAMEDA of any liability to such Indemnified Party pursuant to Section 9.16.1, unless such failure materially impairs GranteeALAMEDA’s ability to defend such Loss. Grantee ALAMEDA shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee ALAMEDA contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee SANTA XXXX acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.16.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.16.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee SANTA XXXX by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee SANTA XXXX prompt notice of any Loss under Section 9.1 6.1 and Grantee SANTA XXXX shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee SANTA XXXX if representation of such Indemnified Party by the counsel retained by Grantee SANTA XXXX would be inappropriate due to conflicts of interest between such Indemnified Party and GranteeSANTA XXXX. An Indemnified Party's failure to notify Grantee SANTA XXXX promptly of any Loss shall not relieve Grantee SANTA XXXX of any liability to such Indemnified Party pursuant to Section 9.16.1, unless such failure materially impairs GranteeSANTA CRUZ’s ability to defend such Loss. Grantee SANTA XXXX shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee SANTA XXXX contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee NOVATO acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.16.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.16.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee NOVATO by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee NOVATO prompt notice of any Loss under Section 9.1 6.1 and Grantee NOVATO shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee NOVATO if representation of such Indemnified Party by the counsel retained by Grantee NOVATO would be inappropriate due to conflicts of interest between such Indemnified Party and GranteeNOVATO. An Indemnified Party's failure to notify Grantee NOVATO promptly of any Loss shall not relieve Grantee NOVATO of any liability to such Indemnified Party pursuant to Section 9.16.1, unless such failure materially impairs GranteeNOVATO’s ability to defend such Loss. Grantee NOVATO shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee NOVATO contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee SONOMA acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.16.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.16.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee SONOMA by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee SONOMA prompt notice of any Loss under Section 9.1 6.1 and Grantee SONOMA shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee SONOMA if representation of such Indemnified Party by the counsel retained by Grantee SONOMA would be inappropriate due to conflicts of interest between such Indemnified Party and GranteeSONOMA. An Indemnified Party's failure to notify Grantee SONOMA promptly of any Loss shall not relieve Grantee SONOMA of any liability to such Indemnified Party pursuant to Section 9.16.1, unless such failure materially impairs GranteeSONOMA’s ability to defend such Loss. Grantee SONOMA shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee SONOMA contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee Xxxxxxx acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee prompt notice of any Loss under Section 9.1 and Grantee shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee if representation of such Indemnified Party by the counsel retained by Grantee Xxxxxxx would be inappropriate due to conflicts of interest between such Indemnified Party and Grantee. An Indemnified Party's failure to notify Grantee promptly of any Loss shall not relieve Grantee of any liability to such Indemnified Party pursuant to Section 9.1, unless such failure materially impairs Grantee’s ability to defend such Loss. Grantee shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee Xxxxxxx contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee Lessor acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee Lessor by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee Lessor prompt notice of any Loss under Section 9.1 and Grantee Lessor shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee Lessor if representation of such Indemnified Party by the counsel retained by Grantee Lessor would be inappropriate due to conflicts of interest between such Indemnified Party and GranteeLessor. An Indemnified Party's failure to notify Grantee Lessor promptly of any Loss shall not relieve Grantee Lessor of any liability to such Indemnified Party pursuant to Section 9.1, unless such failure materially impairs GranteeLessor’s ability to defend such Loss. Grantee Lessor shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee Lessor contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee MONTEREY acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.16.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.16.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee MONTEREY by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee MONTEREY prompt notice of any Loss under Section 9.1 6.1 and Grantee MONTEREY shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee MONTEREY if representation of such Indemnified Party by the counsel retained by Grantee MONTEREY would be inappropriate due to conflicts of interest between such Indemnified Party and GranteeMONTEREY. An Indemnified Party's failure to notify Grantee MONTEREY promptly of any Loss shall not relieve Grantee MONTEREY of any liability to such Indemnified Party pursuant to Section 9.16.1, unless such failure materially impairs GranteeMONTEREY’s ability to defend such Loss. Grantee MONTEREY shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee MONTEREY contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee Xxxxxxx acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.112.01: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.112.01, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee prompt notice of any Loss under Section 9.1 12.01 and Grantee shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee if representation of such Indemnified Party by the counsel retained by Grantee Xxxxxxx would be inappropriate due to conflicts of interest between such Indemnified Party and Grantee. An Indemnified Party's failure to notify Grantee promptly of any Loss shall not relieve Grantee of any liability to such Indemnified Party pursuant to Section 9.112.01, unless such failure materially impairs Grantee’s ability to defend such Loss. Grantee shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee MARIN acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.16.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.16.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee MARIN by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee MARIN prompt notice of any Loss under Section 9.1 6.1 and Grantee MARIN shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee MARIN if representation of such Indemnified Party by the counsel retained by Grantee MARIN would be inappropriate due to conflicts of interest between such Indemnified Party and GranteeMARIN. An Indemnified Party's failure to notify Grantee MARIN promptly of any Loss shall not relieve Grantee MARIN of any liability to such Indemnified Party pursuant to Section 9.16.1, unless such failure materially impairs GranteeMARIN’s ability to defend such Loss. Grantee MARIN shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee MARIN contends that such Indemnified Party shares in liability with respect thereto.

Duty to Defend; Notice of Loss. Grantee SAN MATEO acknowledges and agrees that its obligation to defend the Indemnified Parties under Section 9.16.1: (a) is an immediate obligation, independent of its other obligations hereunder; (b) applies to any Loss which actually or potentially falls within the scope of Section 9.16.1, regardless of whether the allegations asserted in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the time the Loss is tendered to Grantee SAN MATEO by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give Grantee SAN MATEO prompt notice of any Loss under Section 9.1 6.1 and Grantee SAN MATEO shall have the right to defend, settle and compromise any such Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel at the expense of Grantee SAN MATEO if representation of such Indemnified Party by the counsel retained by Grantee SAN MATEO would be inappropriate due to conflicts of interest between such Indemnified Party and GranteeSAN MATEO. An Indemnified Party's failure to notify Grantee SAN MATEO promptly of any Loss shall not relieve Grantee SAN MATEO of any liability to such Indemnified Party pursuant to Section 9.16.1, unless such failure materially impairs Grantee’s SAN MATEO’S ability to defend such Loss. Grantee SAN MATEO shall seek the Indemnified Party's prior written consent to settle or compromise any Loss if Grantee SAN MATEO contends that such Indemnified Party shares in liability with respect thereto.