Common use of Failure to Defend Clause in Contracts

Failure to Defend. (a) It is understood and agreed by StadCo that if an Authority Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and StadCo fails or refuses to assume the defense thereof, after having received notice by such Authority Indemnified Person of its obligation hereunder to do so, such Authority Indemnified Person may compromise or settle or defend any such claim, and StadCo shall be bound and obligated to reimburse such Authority Indemnified Person for the amount expended by such Authority Indemnified Person in settling and compromising any such claim, or for the amount expended by such Authority Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person for defense or settlement of such claim. Any judgment rendered against an Authority Indemnified Person or amount expended by an Authority Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which StadCo is liable to reimburse such Authority Indemnified Person hereunder. To the extent that an Authority Indemnified Person has the right to, and in fact does, assume the defense of such claim, such Authority Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons), and StadCo shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified Person. (b) It is understood and agreed by the Authority that if a StadCo Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and the Authority fails or refuses to assume the defense thereof, after having received notice by such StadCo Indemnified Person of its obligation hereunder to do so, such StadCo Indemnified Person may compromise or settle or defend any such claim, and the Authority shall be bound and obligated to reimburse such StadCo Indemnified Person for the amount expended by such StadCo Indemnified Person in settling and compromising any such claim, or for the amount expended by such StadCo Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such StadCo Indemnified Person for defense or settlement of such claim. Any judgment rendered against a StadCo Indemnified Person or amount expended by a StadCo Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which the Authority is liable to reimburse such StadCo Indemnified Person hereunder. To the extent that a StadCo Indemnified Person has the right to, and in fact does, assume the defense of such claim, such StadCo Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all StadCo Indemnified Persons), and the Authority shall cooperate with such counsel in all reasonable respects at no cost to such StadCo Indemnified Person.

Failure to Defend. (a) It is understood and agreed by StadCo that if an Authority Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and StadCo fails or refuses to assume the defense thereof, after having received notice by such Authority Indemnified Person of its obligation hereunder to do so, such Authority Indemnified Person may compromise or settle or defend any such claim, and StadCo shall be bound and obligated to reimburse such Authority Indemnified Person for the amount expended by such Authority Indemnified Person in settling and compromising any such claim, or for the amount expended by such Authority Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person for defense or settlement of such claim. Any judgment rendered against an Authority Indemnified Person or amount expended by an Authority Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which StadCo is liable to reimburse such Authority Indemnified Person hereunder. To the extent that an Authority Indemnified Person has the right to, and in fact does, assume the defense of such claim, such Authority Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons), and StadCo shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified Person. (b) It is understood and agreed by the Authority that if a StadCo Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and the Authority fails or refuses to assume the defense thereof, after having received notice by such StadCo Indemnified Person of its obligation hereunder to do so, such StadCo Indemnified Person may compromise or settle or defend any such claim, and the Authority shall be bound and obligated to reimburse such StadCo Indemnified Person for the amount expended by such StadCo Indemnified Person in settling and compromising any such claim, or for the amount expended by such StadCo Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such StadCo Indemnified Person for defense or settlement of such claim. Any judgment rendered against a StadCo Indemnified Person or amount expended by a StadCo Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which the Authority is liable to reimburse such StadCo Indemnified Person hereunder. To the extent that a StadCo Indemnified Person has the right to, and in fact does, assume the defense of such claim, such StadCo Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all StadCo Indemnified Persons), and the Authority shall cooperate with such counsel in all reasonable respects at no cost to such StadCo Indemnified Person.

Failure to Defend. (a) It is understood and agreed by StadCo that if an Authority Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and StadCo fails or refuses to assume the defense thereof, after having received notice by such Authority Indemnified Person of its obligation hereunder to do so, such Authority Indemnified Person may compromise or settle or defend any such claim, and StadCo XxxxXx shall be bound and obligated to reimburse such Authority Indemnified Person for the amount expended by such Authority Indemnified Person in settling and compromising any such claim, or for the amount expended by such Authority Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person for defense or settlement of such claim. Any judgment rendered against an Authority Indemnified Person or amount expended by an Authority Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which StadCo is liable to reimburse such Authority Indemnified Person hereunder. To the extent that an Authority Indemnified Person has the right to, and in fact does, assume the defense of such claim, such Authority Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons), and StadCo shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified Person. (b) It is understood and agreed by the Authority that if a StadCo Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and the Authority fails or refuses to assume the defense thereof, after having received notice by such StadCo Indemnified Person of its obligation hereunder to do so, such StadCo Indemnified Person may compromise or settle or defend any such claim, and the Authority shall be bound and obligated to reimburse such StadCo Indemnified Person for the amount expended by such StadCo Indemnified Person in settling and compromising any such claim, or for the amount expended by such StadCo Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such StadCo Indemnified Person for defense or settlement of such claim. Any judgment rendered against a StadCo Indemnified Person or amount expended by a StadCo Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which the Authority is liable to reimburse such StadCo Indemnified Person hereunder. To the extent that a StadCo Indemnified Person has the right to, and in fact does, assume the defense of such claim, such StadCo Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all StadCo Indemnified Persons), and the Authority shall cooperate with such counsel in all reasonable respects at no cost to such StadCo Indemnified Person.

Failure to Defend. (a) It is understood and agreed by StadCo that if an Authority Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and StadCo XxxxXx fails or refuses to assume the defense thereof, after having received notice by such Authority Indemnified Person of its obligation hereunder to do so, such Authority Indemnified Person may compromise or settle or defend any such claim, and StadCo XxxxXx shall be bound and obligated to reimburse such Authority Indemnified Person for the amount expended by such Authority Indemnified Person in settling and compromising any such claim, or for the amount expended by such Authority Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person for defense or settlement of such claim. Any judgment rendered against an Authority Indemnified Person or amount expended by an Authority Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which StadCo is liable to reimburse such Authority Indemnified Person hereunder. To the extent that an Authority Indemnified Person has the right to, and in fact does, assume the defense of such claim, such Authority Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons), and StadCo shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified Person. (b) It is understood and agreed by the Authority that if a StadCo Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and the Authority fails or refuses to assume the defense thereof, after having received notice by such StadCo Indemnified Person of its obligation hereunder to do so, such StadCo Indemnified Person may compromise or settle or defend any such claim, and the Authority shall be bound and obligated to reimburse such StadCo Indemnified Person for the amount expended by such StadCo Indemnified Person in settling and compromising any such claim, or for the amount expended by such StadCo Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such StadCo Indemnified Person for defense or settlement of such claim. Any judgment rendered against a StadCo Indemnified Person or amount expended by a StadCo Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which the Authority is liable to reimburse such StadCo Indemnified Person hereunder. To the extent that a StadCo Indemnified Person has the right to, and in fact does, assume the defense of such claim, such StadCo Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all StadCo Indemnified Persons), and the Authority shall cooperate with such counsel in all reasonable respects at no cost to such StadCo Indemnified Person.

Failure to Defend. (a) It is understood and agreed by StadCo Tenant that if an Authority Indemnified Person in the event that Landlord or any Landlord Indemnitee is made a defendant in any claim Action or Proceeding or Claim for which it is entitled to be indemnified pursuant to this AgreementLease, and StadCo Tenant fails or refuses to assume the defense thereof, after having received notice Notice by such Authority Indemnified Person Landlord or any Landlord Indemnitee of its obligation hereunder to do so, such Authority Indemnified Person Landlord or said Landlord Indemnitee may compromise or settle or defend any such claimAction or Proceeding or Claim, and StadCo Tenant shall be bound and obligated to reimburse such Authority Indemnified Person Landlord and/or said Landlord Indemnitee for the amount expended by such Authority Indemnified Person Landlord and/or Landlord Indemnitee in settling and compromising any such claimAction or Proceeding or Claim, or for the amount expended by such Authority Indemnified Person Landlord and/or any Landlord Indemnitee in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person Landlord and/or any Landlord Indemnitee for defense or settlement of such claimAction or Proceeding or Claim. Any judgment rendered against an Authority Indemnified Person Landlord and/or any Landlord Indemnitee or amount expended by an Authority Indemnified Person Landlord and/or any Landlord Indemnitee in compromising or settling such claim Action or Proceeding or Claim shall be conclusive as determining the amount for which StadCo Tenant is liable to reimburse such Authority Indemnified Person Landlord and/or any Landlord Indemnitee hereunder. To the extent that an Authority Indemnified Person Landlord and/or any Landlord Indemnitee has the right to, and in fact does, assume the defense of such claimAction or Proceeding or Claim, such Authority Indemnified Person Landlord and/or each Landlord Indemnitee shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons)Action or Proceeding or Claim, and StadCo Tenant shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified PersonLandlord or any Landlord Indemnitee. (b) It is understood and agreed by the Authority that if a StadCo Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and the Authority fails or refuses to assume the defense thereof, after having received notice by such StadCo Indemnified Person of its obligation hereunder to do so, such StadCo Indemnified Person may compromise or settle or defend any such claim, and the Authority shall be bound and obligated to reimburse such StadCo Indemnified Person for the amount expended by such StadCo Indemnified Person in settling and compromising any such claim, or for the amount expended by such StadCo Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such StadCo Indemnified Person for defense or settlement of such claim. Any judgment rendered against a StadCo Indemnified Person or amount expended by a StadCo Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which the Authority is liable to reimburse such StadCo Indemnified Person hereunder. To the extent that a StadCo Indemnified Person has the right to, and in fact does, assume the defense of such claim, such StadCo Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all StadCo Indemnified Persons), and the Authority shall cooperate with such counsel in all reasonable respects at no cost to such StadCo Indemnified Person.

Failure to Defend. (a) It is understood and agreed by StadCo that if an Authority Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and StadCo fails or refuses to assume the defense thereof, thereof within thirty (30) days after having received written notice by such Authority Indemnified Person of its obligation hereunder to do so, such Authority Indemnified Person may reasonably compromise or settle or defend any such claim, and StadCo shall be bound and obligated to reimburse such Authority Indemnified Person for the amount expended by such Authority Indemnified Person in reasonably settling and compromising any such claim, or for the reasonable amount expended by such Authority Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person for defense or settlement of such claim. Any judgment rendered against an Authority Indemnified Person or reasonable amount expended by an Authority Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which StadCo is liable to reimburse such Authority Indemnified Person hereunder. To the extent that an Authority Indemnified Person has the right to, and in fact does, assume the defense of such claim, such Authority Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons), and StadCo shall cooperate with such counsel in all reasonable respects at no additional cost to such Authority Indemnified Person. (b) It is understood and agreed by the Authority that if a StadCo Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and the Authority fails or refuses to assume the defense thereof, thereof within thirty (30) days after having received written notice by such StadCo Indemnified Person of its obligation hereunder to do so, such StadCo Indemnified Person may reasonably compromise or settle or defend any such claim, and the Authority shall be bound and obligated to reimburse such StadCo Indemnified Person for the amount expended by such StadCo Indemnified Person in reasonably settling and compromising any such claim, or for the reasonable amount expended by such StadCo Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such StadCo Indemnified Person for defense or settlement of such claim. Any judgment rendered against a StadCo Indemnified Person or reasonable amount expended by a StadCo Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which the Authority is liable to reimburse such StadCo Indemnified Person hereunder. To the extent that a StadCo Indemnified Person has the right to, and in fact does, assume the defense of such claim, such StadCo Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all StadCo Indemnified Persons), and the Authority shall cooperate with such counsel in all reasonable respects at no additional cost to such StadCo Indemnified Person.

Failure to Defend. (a) It is understood and agreed by StadCo Licensee that if an Authority Indemnified Person Licensor or any other Licensor Indemnitee is made a defendant in any claim Claim for which it is entitled to be indemnified pursuant to this Agreement, and StadCo Licensee fails or refuses to assume the defense thereofthereof (subject to the GWCCA Defense Limitations and Rights set forth in this Section 11.8), after having received notice by such Authority Indemnified Person Licensor or any other Licensor Indemnitee of its obligation hereunder to do so, such Authority Indemnified Person Licensor or said Licensor Indemnitee may compromise or settle or defend any such claimClaim, and StadCo Licensee shall be bound and obligated to reimburse such Authority Indemnified Person Licensor and/or said Licensor Indemnitee for the amount expended by such Authority Indemnified Person Licensor and/or Licensor Indemnitee in settling and compromising any such claimClaim, or for the amount expended by such Authority Indemnified Person Licensor and/or any Licensor Indemnitee in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person Licensor and/or any Licensor Indemnitee for defense or settlement of such claimClaim. Any judgment rendered against an Authority Indemnified Person Licensor and/or any Licensor Indemnitee or amount expended by an Authority Indemnified Person Licensor and/or any Licensor Indemnitee in compromising or settling such claim Claim shall be conclusive as determining the amount for which StadCo Licensee is liable to reimburse such Authority Indemnified Person Licensor and/or any Licensor Indemnitee hereunder. To the extent that an Authority Indemnified Person Licensor and/or any Licensor Indemnitee has the right to, and in fact does, assume the defense of such claimClaim, such Authority Indemnified Person Licensor and/or each other Licensor Indemnitee shall have the right, at its expense, to employ independent legal counsel in connection with any claim Claim (but not more than one law firm in total for all Authority Indemnified PersonsLicensor and the Licensor Indemnitees), and StadCo Licensee shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified PersonLicensor or any Licensor Indemnitee. (b) It is understood and agreed by the Authority that if a StadCo Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and the Authority fails or refuses to assume the defense thereof, after having received notice by such StadCo Indemnified Person of its obligation hereunder to do so, such StadCo Indemnified Person may compromise or settle or defend any such claim, and the Authority shall be bound and obligated to reimburse such StadCo Indemnified Person for the amount expended by such StadCo Indemnified Person in settling and compromising any such claim, or for the amount expended by such StadCo Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such StadCo Indemnified Person for defense or settlement of such claim. Any judgment rendered against a StadCo Indemnified Person or amount expended by a StadCo Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which the Authority is liable to reimburse such StadCo Indemnified Person hereunder. To the extent that a StadCo Indemnified Person has the right to, and in fact does, assume the defense of such claim, such StadCo Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all StadCo Indemnified Persons), and the Authority shall cooperate with such counsel in all reasonable respects at no cost to such StadCo Indemnified Person.

Failure to Defend. (a) It is understood and agreed by StadCo that if an Authority Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and StadCo XxxxXx fails or refuses to assume the defense thereof, after having received notice by such Authority Indemnified Person of its obligation hereunder to do so, such Authority Indemnified Person may compromise or settle or defend any such claim, and StadCo XxxxXx shall be bound and obligated to reimburse such Authority Indemnified Person for the amount expended by such Authority Indemnified Person in settling and compromising any such claim, or for the amount expended by such Authority Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person for defense or settlement of such claim. Any judgment rendered against an Authority Indemnified Person or amount expended by an Authority Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which StadCo is liable to reimburse such Authority Indemnified Person hereunder. To the extent that an Authority Indemnified Person has the right to, and in fact does, assume the defense of such claim, such Authority Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons), and StadCo shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified Person.Authority (b) It is understood and agreed by the Authority that if a StadCo Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and the Authority fails or refuses to assume the defense thereof, after having received notice by such StadCo Indemnified Person of its obligation hereunder to do so, such StadCo Indemnified Person may compromise or settle or defend any such claim, and the Authority shall be bound and obligated to reimburse such StadCo Indemnified Person for the amount expended by such StadCo Indemnified Person in settling and compromising any such claim, or for the amount expended by such StadCo Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such StadCo Indemnified Person for defense or settlement of such claim. Any judgment rendered against a StadCo Indemnified Person or amount expended by a StadCo Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which the Authority is liable to reimburse such StadCo Indemnified Person hereunder. To the extent that a StadCo Indemnified Person has the right to, and in fact does, assume the defense of such claim, such StadCo Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all StadCo Indemnified Persons), and the Authority shall cooperate with such counsel in all reasonable respects at no cost to such StadCo Indemnified Person.

Failure to Defend. (a) It is understood and agreed by StadCo that if an Authority Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and StadCo XxxxXx fails or refuses to assume the defense thereof, after having received notice by such Authority Indemnified Person of its obligation hereunder to do so, such Authority Indemnified Person may compromise or settle or defend any such claim, and StadCo XxxxXx shall be bound and obligated to reimburse such Authority Indemnified Person for the amount expended by such Authority Indemnified Person in settling and compromising any such claim, or for the amount expended by such Authority Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person for defense or settlement of such claim. Any judgment rendered against an Authority Indemnified Person or amount expended by an Authority Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which StadCo is liable to reimburse such Authority Indemnified Person hereunder. To the extent that an Authority Indemnified Person has the right to, and in fact does, assume the defense of such claim, such Authority Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons), and StadCo shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified Person. (b) It is understood and agreed by the Authority that if a StadCo Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and the Authority fails or refuses to assume the defense thereof, after having received notice by such StadCo Indemnified Person of its obligation hereunder to do so, such StadCo Indemnified Person may compromise or settle or defend any such claim, and the Authority shall be bound and obligated to reimburse such StadCo Indemnified Person for the amount expended by such StadCo Indemnified Person in settling and compromising any such claim, or for the amount expended by such StadCo Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such StadCo Indemnified Person for defense or settlement of such claim. Any judgment rendered against a StadCo Indemnified Person or amount expended by a StadCo Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which the Authority is liable to reimburse such StadCo Indemnified Person hereunder. To the extent that a StadCo Indemnified Person has the right to, and in fact does, assume the defense of such claim, such StadCo Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all StadCo Indemnified Persons), and the Authority shall cooperate with such counsel in all reasonable respects at no cost to such StadCo Indemnified Person.

Failure to Defend. A failure by Licensee to undertake or maintain the defense of a Claim, or timely to undertake the defense of a Claim shall not release Licensee from its obligations under this Agreement including, without limitation, its obligations under this Article 11. However, in the event of any such failure or delay, the applicable WU Indemnitee shall have the right (abut not the obligation) It is understood itself to undertake, or to have another for it undertake, the defense (including settlement) of any such Claim, which shall be on behalf of, for the account of, and agreed by StadCo that if an Authority Indemnified Person is made a defendant in at the sole risk of Licensee. Moreover, with respect to any claim Claim for which it is Licensee has not irrevocably acknowledged a duty to indemnify WU Indemnitees, WU shall be entitled to conduct and direct its own defense and that of other WU Indemnities using attorneys of its own selection (subject to Licensee’s approval which shall not be indemnified pursuant unreasonably withheld), but it shall consult with Licensee on litigation strategy. In any such event, Licensee shall take all actions which reasonably are required and shall cause all actions to this Agreementbe taken which Licensee reasonably can cause to be taken in order to effectuate an orderly transition of such defense and, if applicable, such negotiations in respect of the settlement of any such Claim, to that WU Indemnitee and StadCo fails legal counsel selected by or refuses for that WU Indemnitee to assume represent that WU Indemnitee in the foregoing regards in respect of such Claim including, without limitation, providing that WU Indemnitee and/or such counsel with a copy of all related documents including, without limitation, all work product developed or otherwise generated in the course of satisfaction by Licensee of its indemnification obligations in respect of such Claim as to such WU Indemnitee. For the avoidance of doubt, the assumption of the defense thereofof any Claim by or for an WU Indemnitee shall not release Licensee from its obligations under this Agreement including, after having received notice by such Authority Indemnified Person of without limitation, its obligation hereunder to do soobligations under this Article 11, and, accordingly, such Authority Indemnified Person may compromise or settle or defend any such claim, and StadCo shall be bound and obligated to reimburse such Authority Indemnified Person for the amount expended by such Authority Indemnified Person in settling and compromising any such claim, or for the amount expended by such Authority Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person for defense or settlement (including settlement) of such claim. Any judgment rendered against an Authority Indemnified Person or amount expended by an Authority Indemnified Person in compromising or settling such claim shall be conclusive as determining on behalf of, for the amount for which StadCo is liable to reimburse such Authority Indemnified Person hereunder. To the extent that an Authority Indemnified Person has the right toaccount of, and in fact does, assume at the defense sole risk of such claim, such Authority Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons), and StadCo shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified PersonLicensee. (b) It is understood and agreed by the Authority that if a StadCo Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and the Authority fails or refuses to assume the defense thereof, after having received notice by such StadCo Indemnified Person of its obligation hereunder to do so, such StadCo Indemnified Person may compromise or settle or defend any such claim, and the Authority shall be bound and obligated to reimburse such StadCo Indemnified Person for the amount expended by such StadCo Indemnified Person in settling and compromising any such claim, or for the amount expended by such StadCo Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such StadCo Indemnified Person for defense or settlement of such claim. Any judgment rendered against a StadCo Indemnified Person or amount expended by a StadCo Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which the Authority is liable to reimburse such StadCo Indemnified Person hereunder. To the extent that a StadCo Indemnified Person has the right to, and in fact does, assume the defense of such claim, such StadCo Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all StadCo Indemnified Persons), and the Authority shall cooperate with such counsel in all reasonable respects at no cost to such StadCo Indemnified Person.

Failure to Defend. (a) It is understood and agreed by StadCo Tenant that if an Authority Indemnified Person in the event that Landlord or any Landlord Indemnitee is made a defendant in any claim Action or Proceeding or Claim for which it is entitled to be indemnified pursuant to this AgreementLease, and StadCo Xxxxxx fails or refuses to assume the defense thereof, after having received notice Notice by such Authority Indemnified Person Landlord or any Landlord Indemnitee of its obligation hereunder to do so, such Authority Indemnified Person Landlord or said Landlord Indemnitee may compromise or settle or defend any such claimAction or Proceeding or Claim, and StadCo Tenant shall be bound and obligated to reimburse such Authority Indemnified Person Landlord and/or said Landlord Indemnitee for the amount expended by such Authority Indemnified Person Landlord and/or Landlord Indemnitee in settling and compromising any such claimAction or Proceeding or Claim, or for the amount expended by such Authority Indemnified Person Landlord and/or any Landlord Indemnitee in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person Landlord and/or any Landlord Indemnitee for defense or settlement of such claimAction or Proceeding or Claim. Any judgment rendered against an Authority Indemnified Person Landlord and/or any Landlord Indemnitee or amount expended by an Authority Indemnified Person Landlord and/or any Landlord Indemnitee in compromising or settling such claim Action or Proceeding or Claim shall be conclusive as determining the amount for which StadCo Xxxxxx is liable to reimburse such Authority Indemnified Person Landlord and/or any Landlord Indemnitee hereunder. To the extent that an Authority Indemnified Person Landlord and/or any Landlord Indemnitee has the right to, and in fact does, assume the defense of such claimAction or Proceeding or Claim, such Authority Indemnified Person Landlord and/or each Landlord Indemnitee shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons)Action or Proceeding or Claim, and StadCo Tenant shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified PersonLandlord or any Landlord Indemnitee. (b) It is understood and agreed by the Authority that if a StadCo Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and the Authority fails or refuses to assume the defense thereof, after having received notice by such StadCo Indemnified Person of its obligation hereunder to do so, such StadCo Indemnified Person may compromise or settle or defend any such claim, and the Authority shall be bound and obligated to reimburse such StadCo Indemnified Person for the amount expended by such StadCo Indemnified Person in settling and compromising any such claim, or for the amount expended by such StadCo Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such StadCo Indemnified Person for defense or settlement of such claim. Any judgment rendered against a StadCo Indemnified Person or amount expended by a StadCo Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which the Authority is liable to reimburse such StadCo Indemnified Person hereunder. To the extent that a StadCo Indemnified Person has the right to, and in fact does, assume the defense of such claim, such StadCo Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all StadCo Indemnified Persons), and the Authority shall cooperate with such counsel in all reasonable respects at no cost to such StadCo Indemnified Person.

Failure to Defend. (a) It is understood and agreed by StadCo Tenant that if an Authority Indemnified Person Landlord or any Landlord Indemnitees is made a defendant in any claim Action or Proceeding or Claim for which it is entitled to be indemnified pursuant to this AgreementLease, and StadCo Tenant fails or refuses to assume the defense thereof, within fifteen (15) days after having received notice Notice by such Authority Indemnified Person Landlord or any Landlord Indemnitee of its obligation hereunder to do so, Landlord or such Authority Indemnified Person Landlord Indemnitee may compromise or settle or defend any such claimAction or Proceeding or Claim, and StadCo Tenant shall be bound and obligated to reimburse Landlord and/or such Authority Indemnified Person Landlord Indemnitee for the amount expended by such Authority Indemnified Person Landlord and/or Landlord Indemnitee in settling and compromising any such claimAction or Proceeding or Claim, or for the amount expended by such Authority Indemnified Person Landlord and/or Landlord Indemnitee in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person Landlord and/or Landlord Indemnitee for defense or settlement of such claimAction or Proceeding or Claim. Any judgment rendered against an Authority Indemnified Person Landlord and/or Landlord Indemnitee or amount expended by an Authority Indemnified Person Landlord and/or Landlord Indemnitee in compromising or settling such claim Action or Proceeding or Claim shall be conclusive as determining the amount for which StadCo Tenant is liable to reimburse such Authority Indemnified Person Landlord and/or any Landlord Indemnitee hereunder. To the extent that an Authority Indemnified Person Landlord and/or any Landlord Indemnitee has the right to, and in fact does, assume the defense of such claimAction or Proceeding or Claim, such Authority Indemnified Person Landlord and/or each Landlord Indemnitee shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons)Action or Proceeding or Claim, and StadCo Tenant shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified PersonLandlord or any Landlord Indemnitee. (b) It is understood and agreed by the Authority that if a StadCo Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and the Authority fails or refuses to assume the defense thereof, after having received notice by such StadCo Indemnified Person of its obligation hereunder to do so, such StadCo Indemnified Person may compromise or settle or defend any such claim, and the Authority shall be bound and obligated to reimburse such StadCo Indemnified Person for the amount expended by such StadCo Indemnified Person in settling and compromising any such claim, or for the amount expended by such StadCo Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such StadCo Indemnified Person for defense or settlement of such claim. Any judgment rendered against a StadCo Indemnified Person or amount expended by a StadCo Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which the Authority is liable to reimburse such StadCo Indemnified Person hereunder. To the extent that a StadCo Indemnified Person has the right to, and in fact does, assume the defense of such claim, such StadCo Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all StadCo Indemnified Persons), and the Authority shall cooperate with such counsel in all reasonable respects at no cost to such StadCo Indemnified Person.

Failure to Defend. If the Indemnifying Party rejects an Indemnity Claim or, within thirty (a30) It is understood and agreed by StadCo that if days after notice of an Authority Indemnified Person is made a defendant in any claim for which it is entitled Indemnity Claim, fails to be indemnified pursuant undertake, or to this Agreementagree to reimburse the cost of, and StadCo fails or refuses to assume the defense thereof, after having received notice by such Authority Indemnified Person of its obligation hereunder to do so, such Authority Indemnified Person may compromise or settle or defend any such claim, and StadCo shall be bound and obligated to reimburse such Authority Indemnified Person for the amount expended by such Authority Indemnified Person in settling and compromising any such claim, or for the amount expended by such Authority Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person for defense or settlement of such claim. Any judgment rendered against an Authority Indemnified Person or amount expended by an Authority Indemnified Person in compromising or settling such claim shall be conclusive as determining Underlying Claim, the amount for which StadCo is liable to reimburse such Authority Indemnified Person hereunder. To the extent that an Authority Indemnified Person has the right to, and in fact does, assume the defense of such claim, such Authority Indemnified Person shall have the rightright to undertake the defense against the Underlying Claim with Representatives chosen by it in its reasonable discretion; provided, at its expensehowever, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons), and StadCo that the Indemnifying Party shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified Person. (b) It is understood and agreed by thereafter have the Authority that if a StadCo Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and the Authority fails or refuses right to assume the defense thereofagainst the Underlying Claim if the Indemnifying Party responded to the Indemnity Notice pursuant to Section 4.2(b)(iii) or (iv). In the event that the Indemnity Claim is determined to be valid, after having received notice by such StadCo the Damages of the Indemnified Person shall include its reasonable costs and expenses, including reasonable fees and expenses of its obligation hereunder to do soattorneys, such StadCo Indemnified Person may compromise or settle or defend consultants and experts incurred in any such claim, and the Authority shall be bound and obligated to reimburse such StadCo Indemnified Person for the amount expended by such StadCo Indemnified Person in settling and compromising any such claim, or for the amount expended by such StadCo Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such StadCo Indemnified Person for defense or settlement of such claim. Any judgment rendered against a StadCo Indemnified Person or amount expended by a StadCo Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which the Authority is liable to reimburse such StadCo Indemnified Person hereunder. To the extent that a StadCo Indemnified Person has the right to, and in fact does, assume the defense of such claimClaim. Notwithstanding the foregoing, such StadCo the Indemnified Person shall have no right to settle or compromise any such Claim for which the right, at its expense, to employ independent legal counsel in connection with any claim Indemnified Person has sought or will seek indemnification from the Indemnifying Party without providing thirty (but not more than one law firm in total for all StadCo Indemnified Persons)30) days' notice to, and without the Authority prior written consent of, the Indemnifying Party, which consent shall cooperate with such counsel not be unreasonably withheld or delayed; provided, however, that if any Governmental Authority's or Third Party's offer of settlement solely for money is proffered by the Indemnified Person to the Indemnifying Party and is not consented to by the Indemnifying Party, then the Indemnifying Party shall be deemed to have waived any rights it may otherwise have retained to contest the validity of any Damages awarded against the Indemnifying Party and/or Indemnified Person in all reasonable respects at no cost to such StadCo Indemnified Personfavor *CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Failure to Defend. (a) It is understood and agreed by StadCo that if an Authority Indemnified Person or a Metropolitan Government Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and StadCo XxxxXx fails or refuses to assume the defense thereof, after having received notice by such Authority Indemnified Person or Metropolitan Government Indemnified Persons of its obligation hereunder to do so, such Authority Indemnified Person or Metropolitan Government Indemnified Person may compromise or settle or defend any such claim, and StadCo XxxxXx shall be bound and obligated to reimburse such Authority Indemnified Person or Metropolitan Government Indemnified Person for the amount expended by such Authority Indemnified Person or Metropolitan Government Indemnified Person in settling and compromising any such claim, or for the amount expended by such Authority Indemnified Person or Metropolitan Government Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such Authority Indemnified Person or Metropolitan Government Indemnified Person for defense or settlement of such claim. Any judgment rendered against an Authority Indemnified Person or Metropolitan Government Indemnified Person or amount expended by an Authority Indemnified Person or Metropolitan Government Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which StadCo is liable to reimburse such Authority Indemnified Person or Metropolitan Government Indemnified Person hereunder. To the extent that an Authority Indemnified Person or Metropolitan Government Indemnified Person has the right to, and in fact does, assume the defense of such claim, such Authority Indemnified Person or Metropolitan Government Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all Authority Indemnified Persons or Metropolitan Government Indemnified Persons), and StadCo shall cooperate with such counsel in all reasonable respects at no cost to such Authority Indemnified Person. (b) It is understood and agreed by the Authority that if a StadCo Indemnified Person is made a defendant in any claim for which it is entitled to be indemnified pursuant to this Agreement, and the Authority fails or refuses to assume the defense thereof, after having received notice by such StadCo Indemnified Person of its obligation hereunder to do so, such StadCo Indemnified Person may compromise or settle or defend any such claim, and the Authority shall be bound and obligated to reimburse such StadCo Indemnified Person for the amount expended by such StadCo Indemnified Person in settling and compromising any such claim, or for the amount expended by such StadCo Indemnified Person in paying any judgment rendered therein, together with all reasonable attorneys’ fees incurred by such StadCo Indemnified Person for defense or settlement of such claim. Any judgment rendered against a StadCo Indemnified Person or amount expended by a StadCo Metropolitan Government Indemnified Person in compromising or settling such claim shall be conclusive as determining the amount for which the Authority is liable to reimburse such StadCo Indemnified Person hereunder. To the extent that a StadCo Indemnified Person has the right to, and in fact does, assume the defense of such claim, such StadCo Indemnified Person shall have the right, at its expense, to employ independent legal counsel in connection with any claim (but not more than one law firm in total for all StadCo Indemnified Persons), and the Authority shall cooperate with such counsel in all reasonable respects at no cost to such StadCo Indemnified Person.Person.‌