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which an Indemnitee may be liable without fault or strictly liable. The duty to defend applies <br />immediately upon notice of a Claim, regardless of whether the issues of negligence, liability, <br />fault, default or other obligation on the part of the Indemnitor or the Indemnitee have been <br />determined. The duty to defend applies immediately, regardless of whether the hndemnitee has <br />paid any amounts or incurred any detriment arising out of or relating (directly or indirectly) to <br />any claims. It is the express intention of the Parties that an Indemnitee be entitled to obtain <br />summary adjudication or summary judgment regarding an Indemnitor's duty to defend the <br />Indemnitee, at any stage of any claim or suit, within the scope of the Indemnitor's indemnity <br />obligations under this Agreement. <br />6.6 Indemnification Procedures. Wherever this Agreement requires any <br />Indemnitor to Indemnify any Indemnitee: <br />6.6.1 Prompt Notice. The Indemnitee shall promptly Notify the Indemnitor of <br />any claim. To the extent, and only to the extent, that the Indemnitee fails to give prompt Notice <br />of a Claim and such failure materially prejudices the Indemnitor in providing indemnity for <br />such claim, the Indemnitor shall be relieved of its indemnity obligations for such claim. <br />6.6.2 Selection of Counsel. The Indemnitor shall select counsel reasonably <br />acceptable to the Indemnitee. Counsel to Indemnitor's insurance carrier that is providing <br />coverage for a claim shall be deemed reasonably satisfactory. Even though the Indemnitor shall <br />defend the action, Indemnitee may, at its option and its own expense, engage separate counsel <br />to advise it regarding the claim and its defense. The Indemnitee's separate counsel may attend <br />all proceedings and meetings. The Indemnitor'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 indemnity and defense for <br />such claim. <br />6.6.3 Cooperation. The Indemnitee shall reasonably cooperate 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 />6.6.4 Settlement. The Indemnitor may, with the Indemnitee's consent, not to <br />be unreasonably withheld, settle a claim. The Indemnitee's consent shall not be required for <br />any settlement by which all of the following occur: (a) the Indemnitor procures (by payment, <br />settlement, or otherwise) a release of the hndemnitee from the subject claim(s) by which the <br />Indemnitee need not make any payment to the claimant; (b) neither the Indemnitee nor the <br />Indemnitor on behalf of the Indemnitee admits liability; (c) the continued effectiveness of this <br />Agreement is not jeopardized in any way; and (d) the hidemnitee's interest in the Project is not <br />jeopardized in any way. <br />6.6.5 Insurance Proceeds. The Indemnitor's obligations shall be reduced by <br />net insurance proceeds the Indemnitee actually receives for the matter giving rise to <br />indemnification obligation. <br />27 <br />75A-32 <br />