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5.12 Notice of Claim for Indemnity. If any person shall notify the Commission with <br /> respect to any matter which may give rise to a claim for indemnification against the University, the <br /> Commission shall within fifteen (15) days after receiving notice of such claim (or within such <br /> shorter period of time as may be required by law to respond to such claim, unless such period of <br /> time has been extended by consent of the parties to the action), notify the University thereof in <br /> writing. The University shall have the right at any time to assume and thereafter conduct the <br /> defense of any such claim with counsel of its choice reasonably satisfactory to the Commission. <br /> However, unless and until the University assumes the defense of such claim as provided in this <br /> Paragraph, the Commission shall defend against the claim (at the cost and expense of the <br /> University) in any manner it may reasonably deem appropriate and the University shall cooperate <br /> with the Commission in such defense. Neither party may settle or compromise any claim covered <br /> by this Paragraph without the prior written consent of the other party, which consent shall not be <br /> unreasonably withheld, conditioned or delayed. The failure of the Commission to provide the <br /> notice required by this Paragraph or otherwise adhere to the requirements of this Paragraph will <br /> relieve the University from liability with respect to such claim. <br /> 7 <br /> i I <br />