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prejudiced materially, the failure of an Indemnified Party to give timely written notice to the <br />Developers of the assertion of a Liability. <br />Upon notice of the assertion of any Liability, the Indemnified Party shall give prompt <br />written notice of the same to the Developers. Upon receipt of written notice of the assertion of a <br />Liability covered by the indemnity in this Section XXV, the Developers shall have the duty to <br />assume, and shall assume, the defense thereof, with power and authority to litigate, compromise <br />or settle the same; provided that, the Indemnified Party shall have the right to approve any <br />obligations imposed upon it by compromise or settlement of any Liability or in which it otherwise <br />has a material interest, which approval may be withheld in its sole discretion. <br />If it is ethically inappropriate for one firm to represent the interests of the Developers and <br />the Indemnified Party, the Developers will pay the reasonable legal expenses of the Indemnified <br />Party in connection with its retention of separate counsel. At its own expense, an Indemnified <br />Party may employ separate counsel and participate in the defense of any Liability. Upon the <br />request of the Developers, the Indemnified Party will cause its counsel to provide periodic updates <br />of its fees and expenses. The Developers shall not be liable for any settlement of any Liability <br />made without their written consent, but if settled with the written consent of the Developers, or if <br />there is a final judgment for the plaintiff in an action covered by the indemnity in this Section <br />XXV, then the Developers agree to indemnify and hold harmless the Indemnified Party, except <br />only to the extent of any Excluded Liability. <br />XXVI. PROPERTY VALUE CONTESTS <br />The City and the Developers acknowledge that Cuyahoga County, like all other counties <br />in Ohio, has an established process by which property owners, school districts and certain other <br />parties can challenge the value of their property for property tax purposes. Developers intend to <br />consider the effect of changes in property values for all affected parties when participating in <br />valuation challenges related to the Project, as either a complainant or a counter -complainant. <br />XXVII. CONFIDENTIALITY <br />To the extent provided to the City, and unless otherwise directed by court order, City will <br />treat the loan documents, the equity investment documents, the commitments of any tenants or <br />purchasers to the Project, the expected or actual tenant and ownership mix of the Project, any <br />proformas, and any other information provided to the City and clearly marked "trade secret" as <br />trade secrets and not as public records or information, and will not disclose such documents or <br />information to any third party without the written consent of the Developers. The City will <br />promptly notify the Developers of (a) any public records request made to it that seeks disclosure <br />of such documents or information and (b) any court action filed against it to compel the disclosure <br />of such documents or information. The City will reasonably cooperate with the Developers in <br />defending any such court action. The Developers will defend City against any third party claim <br />related to the Developers' designation of certain records as exempt from public disclosure, and <br />will hold harmless the City for any liability or award to a plaintiff for damages, costs and <br />reasonable attorney's fees, incurred by the City by reason of such claim. <br />21 <br />