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5.29.81 <br />C169-020 <br />ARTICLE III <br />RIGHT TO DEFEND <br />As a condition precedent to enforcement of this <br />agreement, each party shall notify the other of the exis- <br />tence of any claim, demand or other matter to which Plea- <br />santon's indemnification obligations would apply within ten <br />(10) days after it becomes aware of such claim or demand. <br />Pleasanton- shall defend Wilcox against any such claim, <br />demand or-other matter to which Pleasanton's indemnification <br />obligations would apply. In the event Pleasanton fails to <br />defend Wilcox against any such claim, demand or other matter <br />within a reasonable time after notice of such claim, demand, <br />or other matter, Wilcox shall have the right, but not the <br />obligation, to undertake the defense of, and to compromise <br />or settle (exercising reasonable business judgment), the <br />claim or other matter on behalf, for the account, and at the <br />risk, of the other party, with counsel of their own selec- <br />tion; provided that Pleasanton shall reimburse Wilcox for <br />any and all reasonable attorneys' fees incurred by Wilcox in <br />any such defense. If the claim, demand. or other matter, is <br />one that cannot by its nature be defended solely by either <br />party, then each party .shall make available all information <br />and assistance that the other party may reasonably request. <br />Any notice hereunder shall be by personal delivery in writ- <br />ing, or by United States mail, shall be deemed communicated <br />when received, and shall be delivered to: <br />-3- <br />