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for a claim shall be deemed reasonably satisfactory. Even though the Indemnitor shall defend the <br />action, Indemnitee may, at its option and its own expense, engage separate counsel to advise it <br />regarding the claim and its defense. The Indemnitee's separate counsel may attend all proceedings <br />and meetings. The hidemnitor's counsel shall actively consult with the Indemnitee's separate <br />counsel. The Indemnitor and its counsel shall, however, fully control the defense, except to the <br />extent that the Indemnitee waives its rights to indemnity and defense for such claim. <br />8.3.3 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 />8.3.4 Settlement. The Indemnitor may, with the Indemnitee's consent, not to be <br />unreasonably withheld, settle a claim. The Indemnitee's consent shall not be required for any <br />settlement by which all of the following occur: (a) the Indemnitor 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 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 />Lease is not jeopardized in any way; and (d) the Indemnitee's interest in the Project is not <br />jeopardized in any way. <br />8.3.5 Insurance Proceeds. The Indemnitor's obligations shall be reduced by net <br />insurance proceeds the Indemnitee actually receives for the matter giving rise to indemnification <br />obligation. <br />ARTICLE IX <br />CONDEMNATION <br />9.1 Definitions. <br />9.1.1. "Condemnation" means (i) the taking or damaging, including severance <br />damage, by eminent domain or by inverse condemnation or for any public or quasi -public use <br />under any statute, whether by legal proceedings or otherwise, by a Condemnor (hereinafter <br />defined), and (ii) a voluntary sale or transfer to a Condemnor, either under threat of condemnation <br />or while condemnation legal proceedings are pending. <br />9.1.2. "Date of Taking" means the later of (i) the date actual physical possession <br />is taken by the Condemnor; or (ii) the date on which the right to compensation and damages <br />accrues under the law applicable to the Premises. <br />9.1.3. "Award" means all compensation, sums or anything of value awarded, paid <br />or received for a Total Taking, a Substantial Taking or a Partial Taking (hereinafter defined), <br />whether pursuant to judgment or by agreement or otherwise. <br />9.1.4. "Condemnor" means any public or quasi -public authority or private <br />corporation or individual having the power of condemnation. <br />Page 123 <br />75A-70 <br />