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incurred any detriment arising out of or relating (directly or indirectly) to any claims. It is the <br />express intention of the Parties that an Indemnitee be entitled to obtain summary adjudication or <br />summary judgment regarding an Indemnitor's duty to defend the Indemnitee, at any stage of any <br />claim or suit, within the scope of the Indemnitor's indemnity obligations under this Lease. <br />8.3 Indemnification Procedures. Wherever this Lease requires any Indemnitor to <br />Indemnify any Indemnitee: <br />8.3.1 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 such <br />claim, the Indemnitor shall be relieved of its indemnity obligations for such claim. <br />8.3.2 Selection of Counsel. The Indemnitor shall select counsel reasonably <br />acceptable to the Indemnitee. Counsel to Indemnitor's insurance carrier that is providing coverage <br />for a claim shall be deemed reasonably satisfactory. Even though the hidemnitor 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 Indemnitor'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 Tenant's Indemnitor obligations shall be reduced <br />by net insurance proceeds the Indemnitee actually receives for the matter giving rise to <br />indemnification 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 under <br />any statute, whether by legal proceedings or otherwise, by a Condemnor (hereinafter defined), and (ii) <br />Page120 <br />FOODIM46h <br />