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City Dr�ft <br /> 6128/13 <br /> 7.7.4 Survival of Indemnification and Defense Obli ations. The indemnity <br /> and defense obligatzons under this Agreement shall survive the expiration or earlier termination <br /> of this Agreement, until a11 claims against any of the Indemnitees involving any of the <br /> indemnified matters are fu11y, finally, absolutely and completely barred by applicable statutes of <br /> limitations. <br /> 7.7.5 Inde endent Dut to Defend. 'The duty to defend under this <br /> Agreement zs separate and independent of the duty to Indemnify. The duty to defend includes <br /> claims for which an Indemnitee may be liable without fault or strictly liable. The duty to defend <br /> applies immediately upon notice of a Claim, regardless of whether the issues of neg�igence, <br /> liability, fault, default or otber obligation on the part of the Indemnitor or the Indemnitee have <br /> been determined. The duty to defena applies immediately, regardless of whether the Indemnitee <br /> has paid any amounts or incurred any detriment arising out of or relating {direcdy or indirectly} <br /> to any claims. It is tk�e express intentian of the Parties that an Indemnitee be entitled to obtain <br /> summary adjudication or summary judgment regarding an lndemnitor's duty to defend the <br /> Indemnitee, at any stage of any claim or suit, within the scope of the f.ndemnitor's indemnity <br /> obligations under this Agreement. <br /> 7.8 Indemnification Procedures. Wherever t.his Agreement requires any Indemnitor <br /> to indernnify any Indemnitee: <br /> 7.8.1 Prompt Notice. The Indemnitee shall promptly Notify the Indemnitor <br /> of any claim. To the extent, and only to the extent, that the Indernnitee fails to give prompt <br /> Notice of a Claim and such failure materia�ly prejudices the Indemnitor in providing indemnity <br /> for such claim, the Indeznnitor shall be relieved of its indemnity obligations for such c�aim. <br /> 7.8.2 Selection of Counsel. The Indemnitor shall select counsel reasonably <br /> acceptable to the lndemnitee. Counsel to lndemnitor's insurance carrier that is proriding <br /> coverage for a claim sha11 be deemed reasonably satisfactory. Even though the Indemnitor shall <br /> defend the action, Indezx�nitee may, at its option and its own expense, engage separate caunsel to <br /> advise it regarding the claim and its defense. The Indemnitee's separate counsel may attend all <br /> proc�edings and meetings. The Indernnitor's counsel shall actively consult with the <br /> Indemnitee's separate counsel. The Indemnitor and its counsel shall, however, fully control the <br /> defense, except to the extent that the Indemnitee waives its rights to indenuuty and defense for <br /> such claim. <br /> 7.8.3 Cooperation. The Indernnitee sha11 reasonably caoperate with the <br /> Indemnitor's defense of the Indemnitee, provided the Indemnitor reimburses the Indemnitee's <br /> actual out of pocket expenses (including Legal Costs) of such cooperation. <br /> 7.8.4 Settiement. The Indemnitor may, with the Indemnitee's consent, not <br /> to be unreasonably withheld, settle a claim. The Tndemnitee's cansent shall not be required for <br /> any settlement by which all of the following occu�r: (a) the Indernnitor procures (by payment, <br /> settlement, or otherwise) a release of the Indemnitee from the subject claim{s) by which the <br /> Indemnitee need not make any payrnent to the claimant; (b) neither the Indemriitee nor the <br /> Indemnitor on behalf of the Indemnitee admits liability; (c) the continued effectiveness of this <br /> R24$3.OD00917571312.10 52 <br />