2004-08-13_REVISION - M1986015 - Laserfiche WebLink

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respect to such defense, compromise, or settlement as the indemnified party may request, and will not assume any posi[ion or take any action that would impose an obligation of any kind on, or restrict the actions of, the indemnified party. The indemnified party will be entitled (at the indemnified party's expense) to participate in the defense by the indemnifying party of any Third Party Claim with its own counsel. (e) In the event that the indemnifying party does not undertake the defense, compromise, or settlement of a Third Party Claim in accordance with subparagraph (d) the indemnified party will have the right to control the defense or settlement of such Third Party Claim with counsel of its choosing; provided, however, that the indemnified party will not settle or compromise any such Third Party Claim without the indemnifying party's prior written consent, unless (1) the terms of such settlement or compromise release the indemnified party or the indemnifying party from any and all liability with respect to the Third Party Claim or (2) the indemnifying party will not have acknowledged its obligations to indemnify the.indemnified party with respect to such Third Party Claim in accordance with this Paragraph. The indemnifying party will be entitled (at the indemnifying party's expense) to participate in the defense of any Third Party Claim with its own counsel. (f) Any indemnifiable claim hereunder that is not a Third Party Claim will be asserted by the indemnified party by promptly delivering notice thereof to the indemnifying party. If the indemnifying p~u~ty does not respond to such notice within 60 days after its receipt, it will have no further right to contest the validity of the claim. 13. Assignment. (a) Except for an assignment or sublease pursuant to Paragraph 13(b), below, there shall be no assignment or subleasing by Lessee except to a person or entity who has s:\legal\w¢d4mccpu<b!o\lease.dce jQ