RES 87418 - Laserfiche WebLink

not be liable to such Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. If the City shall not have employed counsel to have charge of the defense of any such action or if an Indemnified Party shall have reasonably concluded that there may be defenses available to it or them which are different from or addition&l to those available to the City (in which case the City shall not have the right to direct the defense of such action on behalf of such Indemnified Party), such Indemnified Party shall have the right to retain legal counsel of its own choosing and legal and other expenses incurred by such Indemnified Party shall be borne by the City. The City shall not be liable for any settlement of any such action effected without its consent by any Indemnified Party, but if settled with the consent of the City or if there be a final judgment or award for the plaintiff in any such action against the City or any Indemnified Party, with or without the consent of the City, the City agrees to indemnify and hold harmless such Indemnified Party for the amount of any such settlement, final judgment or award. In order to provide for just and equitable contribution in circumstances in which indemnification hereunder is for any reason held to be unavailable from the City, the City and the Underwriter shall contribute to the aggregate losses, claims, damages and liabilities (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, to which the City and the Underwriter may be subject) in such proportion so that the Underwriter is responsible for that portion represented by the percentage that the underwriting discount set forth in the Official Statement bears to the public offering price appearing thereon and the City is responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section ll(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph, each person, if any, who controls the Underwriter within the meaning of the Act shall have the same rights to contribution as the Underwriter. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this paragraph, notify such party or parties from whom contribution may be sought, but the omission to so notify such party from whom contribution may be sought shall not relieve the party or parties from whom contribution may be sought from 24 1739030/2