Common use of Governmental Authority Claims Clause in Contracts

Governmental Authority Claims. (i) Notwithstanding Section 17.5(a), if a claim subject to indemnification is brought against the Indemnified Party by any governmental authority, then the Indemnified Party may, in a notice promptly delivered to the Indemnifying Party, but in no event less than ten (10) days prior to the date on which a response to such claim is due, retain control of the defense and investigation of such claim and employ and engage attorneys reasonably acceptable to the Indemnifying Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense; provided, however, that the Indemnifying Party may participate in such defense, at its sole cost and expense. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party will be entered into without the prior written consent of the Indemnified Party, which will not be unreasonably withheld. (ii) If the Indemnified Party does not assume full control over the defense of a governmental claim subject to such defense as provided in this Section, the Indemnifying Party will be entitled to assume control of the defense, in which case the relevant provisions of Section 17.5(a) will apply.

Governmental Authority Claims. (i) Notwithstanding Section 17.5(a21.5(a), if a claim subject to indemnification is brought against the Indemnified Party by any governmental authorityGovernmental Authority or a BFA Recipient customer, then the Indemnified Party may, in a notice promptly delivered to the Indemnifying Party, but in no event less than ten (10) days prior to the date on which a response to such claim is due, retain control of the defense and investigation of such claim and employ and engage attorneys reasonably acceptable to the Indemnifying Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense; provided, however, that the Indemnifying Party may participate in such defense, at its sole cost and expense. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party will be entered into without the prior written consent of the Indemnified Party, which will not be unreasonably withheld, conditioned or delayed. (ii) If the Indemnified Party does not assume full control over the defense of a governmental claim or a claim by a BFA Recipient customer subject to such defense as provided in this SectionSection 21.5(b), the Indemnifying Party will be entitled to assume control of the defense, in which case the relevant provisions of Section 17.5(a21.5(a) will apply.

Governmental Authority Claims. (i) Notwithstanding Section 17.5(a19.5(a), if a claim subject to indemnification is brought against the Indemnified Party by any governmental authorityGovernmental Authority or a Lending Fund customer, then the Indemnified Party may, in a notice promptly delivered to the Indemnifying Party, but in no event less than ten (10) days prior to the date on which a response to such claim is due, retain control of the defense and investigation of such claim and employ and engage attorneys reasonably acceptable to the Indemnifying Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense; provided, however, that the Custody Services Agreement -52- Indemnifying Party may participate in such defense, at its sole cost and expense. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party will be entered into without the prior written consent of the Indemnified Party, which will not be unreasonably withheld, conditioned or delayed. (ii) If the Indemnified Party does not assume full control over the defense of a governmental claim or a claim by a Lending Fund customer subject to such defense as provided in this SectionSection (b), the Indemnifying Party will be entitled to assume control of the defense, in which case the relevant provisions of Section 17.5(a19.5(a) will apply.

Governmental Authority Claims. (i) Notwithstanding Section 17.5(a), if a claim subject to indemnification is brought against the Indemnified Party by any governmental authority, then the Indemnified Party may, in a notice promptly delivered to the Indemnifying Party, but in no event less than ten (10) days prior to the date on which a response to such claim is due, retain control of the defense and investigation of such claim and employ and engage attorneys reasonably acceptable to the Indemnifying Party to handle and defend the same, at the Indemnifying Party’s 's sole cost and expense; provided, however, that the Indemnifying Party may participate in such defense, at its sole cost and expense. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party will be entered into without the prior written consent of the Indemnified Party, which will not be unreasonably withheld. (ii) If the Indemnified Party does not assume full control over the defense of a governmental claim subject to such defense as provided in this Section, the Indemnifying Party will be entitled to assume control of the defense, in which case the relevant provisions of Section 17.5(a) will apply.

Governmental Authority Claims. (i) Notwithstanding Section 17.5(a21.5(a), if a claim subject to indemnification is brought against the Indemnified Party by any governmental authorityGovernmental Authority or a BFA Recipient customer, then the Indemnified Party may, in a notice promptly delivered to the Indemnifying Party, but in no event less than ten (10) days prior to the date on which a response to such claim is due, retain control of the defense and investigation of such claim and employ and engage attorneys reasonably acceptable to the Indemnifying Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense; provided, however, that the Indemnifying Party may participate in such defense, at its sole cost and expense. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party will be entered into without the prior written consent of the Indemnified Party, which will not be unreasonably withheld., conditioned or delayed. Master Services Agreement CONFIDENTIAL (ii) If the Indemnified Party does not assume full control over the defense of a governmental claim or a claim by a BFA Recipient customer subject to such defense as provided in this SectionSection 21.5(b), the Indemnifying Party will be entitled to assume control of the defense, in which case the relevant provisions of Section 17.5(a21.5(a) will apply.

Governmental Authority Claims. (i) Notwithstanding Section 17.5(a19.5(a), if a claim subject to indemnification is brought against the Indemnified Party by any governmental authorityGovernmental Authority or a Lending Fund customer, then the Indemnified Party may, in a notice promptly delivered to the Indemnifying Party, but in no event less than ten (10) days prior to the date on which a response to such claim is due, retain control of the defense and investigation of such claim and employ and engage attorneys reasonably acceptable to the Indemnifying Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense; provided, however, that the Indemnifying Party may participate in such defense, at its sole cost and expense. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party will be entered into without the prior written consent of the Indemnified Party, which will not be unreasonably withheld, conditioned or delayed. (ii) If the Indemnified Party does not assume full control over the defense of a governmental claim or a claim by a Lending Fund customer subject to such defense as provided in this SectionSection (b), the Indemnifying Party will be entitled to assume control of the defense, in which case the relevant provisions of Section 17.5(a19.5(a) will apply.

Governmental Authority Claims. (i) Notwithstanding Section 17.5(a21.5(a), if a claim subject to indemnification is brought against the Indemnified Party by any governmental authorityGovernmental Authority or a BFA Recipient customer, then the Indemnified Party may, in a notice promptly delivered to the Indemnifying Party, but in no event less than ten (10) days prior to the date on which a response to such claim is due, retain control of the defense and investigation of such claim and employ and engage attorneys reasonably acceptable to the Indemnifying Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense; provided, however, that the Indemnifying Party may participate in such defense, at its sole cost and expense. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party will be entered into without the prior written consent of the Indemnified Party, which will not be unreasonably withheld., conditioned or delayed. Master Services Agreement (ii) If the Indemnified Party does not assume full control over the defense of a governmental claim or a claim by a BFA Recipient customer subject to such defense as provided in this SectionSection 21.5(b), the Indemnifying Party will be entitled to assume control of the defense, in which case the relevant provisions of Section 17.5(a21.5(a) will apply.