Common use of Indemnity Procedure Clause in Contracts

Indemnity Procedure. A Party (the “Indemnitee”) that intends to claim indemnification under this Section 6 shall promptly notify the other Party (the “Indemnitor”) of any claim, demand, action or other proceeding for which the Indemnitee intends to claim such indemnification. The Indemnitor shall have the right to assume and control the defense thereof with counsel selected by the Indemnitor; provided, however, that the Indemnitee shall have the right to retain its own counsel to participate in the defense at Indemnitee’s own expense, subject to Indemnitor’s right to control the defense. The indemnity obligations under this Section 6 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding shall not relieve such Indemnitor of all liability to the Indemnitee under this Section 6 with respect thereto, but if such failure is prejudicial to the Indemnitor’s ability to defend such claim, demand, action or other proceeding, and if such prejudice results in liabilities that may have been avoided or reduced if timely notice had been given, then the Indemnitor shall be relieved of said part of the liabilities. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of any claim, demand, action or other proceeding covered by this Section 6.

Indemnity Procedure. A If an Indemnified Party or Tenant Indemnified Party (in each case, the “Indemnitee”) that intends receives notice of any claim, action or proceeding (an “Action”) against Indemnitee with respect to claim which indemnification under this Section 6 shall promptly notify is to be sought from the other Party party with the obligation to indemnify (the “Indemnitor”) under this Section 11.C, Indemnitee shall promptly notify Tenant or Landlord, as indemnitor and as applicable (in such capacity, “Indemnitor”) of any claimthe Action in writing. Indemnitee may direct Indemnitor to assume the defense of the Action and to pay all reasonable costs and expenses incurred as a result thereof. If Indemnitee shall not have directed Indemnitor to assume the defense of the Action, demand, action or other proceeding for which the Indemnitee intends to claim such indemnification. The Indemnitor shall have the right to assume and control participate at its own expense in the defense thereof with of any such Action. If Indemnitor shall not have employed counsel selected by to have charge of the Indemnitor; provideddefense of any such Action following the notice and direction specified above, howeveror if Indemnitee shall have reasonably concluded that there may be defenses available to Indemnitee which are different from or additional to those available to Indemnitor (in which case Indemnitor shall not have the right to direct the defense of such Action on behalf of the Indemnitee), that the Indemnitee shall have the right to retain its own counsel to participate in the defense at Indemnitee’s own expenseand all reasonable resulting legal and other expenses incurred by Indemnitee shall be borne by Indemnitor, subject to Indemnitor’s right to control the defense. The indemnity obligations under this Section 6 provided, that no Indemnitee shall not apply to amounts paid in settlement of settle any claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, which such consent shall not to be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding shall not relieve such Indemnitor of all liability to the Indemnitee under this Section 6 with respect thereto, but if such failure is prejudicial to the Indemnitor’s ability to defend such claim, demand, action or other proceeding, and if such prejudice results in liabilities that may have been avoided or reduced if timely notice had been given, then the Indemnitor shall be relieved of said part of the liabilities. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of any claim, demand, action or other proceeding covered by this Section 6.

Indemnity Procedure. A Party (the “Indemnitee”) that intends to claim indemnification under this Section 6 The Indemnitee shall promptly notify the other Party (the “Indemnitor”) Indemnitor of any claim, demand, action or other proceeding for event in respect of which the Indemnitee intends to claim such indemnification. The , and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume and control the defense thereof with counsel selected by the Indemnitor; provided, however, that the Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to participate actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the defense at Indemnitee’s own expense, subject to Indemnitor’s right to control the defensesuch proceedings. The indemnity obligations under this Section 6 0 shall not apply to amounts paid in settlement of any loss, claim, demanddamage, liability or action or other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayedunreasonably. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding action, if prejudicial to its ability to defend such action, shall not relieve such Indemnitor of all any liability to the Indemnitee under this Section 6 with respect thereto0, but if such failure is prejudicial the omission so to deliver notice to the Indemnitor’s ability to defend such claim, demand, action or other proceeding, and if such prejudice results in liabilities Indemnitor will not relieve it of any liability that it may have been avoided or reduced if timely notice had been given, then the Indemnitor shall be relieved of said part of the liabilitiesto any Indemnitee otherwise than under Section 0. The Indemnitor may not settle the action or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation of any claimaction, demand, action claim or other proceeding liability covered by this Section 6indemnification.

Indemnity Procedure. A Party Promptly after receipt by Series B Holders, the Series C Holders, the Purchasers or the Company of notice of the commencement of any action, proceeding, or investigation in respect of which indemnity may be sought as provided above, such party (the “Indemnitee”"INDEMNITEE") that intends to claim indemnification under this Section 6 shall promptly notify the other Party party from whom indemnification is claimed (the “Indemnitor”) of any claim, demand, action or other proceeding for which the Indemnitee intends to claim such indemnification"INDEMNITOR"). The Indemnitor shall have the right to promptly assume and control the defense thereof of the Indemnitee with counsel selected by reasonably satisfactory to such Indemnitee, and the fees and expenses of such counsel shall be at the sole cost and expense of the Indemnitor; . The Indemnitee will cooperate with the Indemnitor in the defense of any action, proceeding, or investigation for which the Indemnitor assumes the defense, provided, however, that if the defendants in any action include both the Indemnitee and the Indemnitor and there is a conflict of interests which would prevent counsel for the Indemnitor from also representing the Indemnitee, the Indemnitee shall have the right to retain its own select one separate counsel to participate in the defense at Indemnitee’s own expense, subject to Indemnitor’s right to control the defenseof such action on behalf of such indemnified party or parties. The indemnity obligations under this Section 6 Indemnitor shall not apply to amounts paid in be liable for the settlement by the Indemnitee of any claimaction, demandproceeding, action or other proceeding if such settlement is investigation effected without the prior express written consent of the Indemnitorits consent, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding shall not relieve such Indemnitor of all liability to the Indemnitee under this Section 6 with respect thereto, but if such failure is prejudicial to the Indemnitor’s ability to defend such claim, demand, action or other proceeding, and if such prejudice results in liabilities that may have been avoided or reduced if timely notice had been given, then the Indemnitor shall be relieved of said part of the liabilitieswithheld. The Indemnitor may shall not settle or otherwise consent to an adverse judgment enter into any settlement in any action, suit, or proceeding to which the Indemnitee is a party, unless such claim, demand, action or other proceeding, that diminishes the rights or interests settlement includes a general release of the Indemnitee with no payment by the Indemnitee of consideration and without the prior express written consent an admission of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of any claim, demand, action or other proceeding covered by this Section 6liability.

Indemnity Procedure. A Party Promptly after receipt by a party hereto of notice of the commencement of any action, proceeding, or investigation in respect of which indemnity may be sought as provided above, such party (and its directors, officers, employees, Affiliates, successors and assigns) (the “"Indemnitee”") that intends to claim indemnification under this Section 6 shall promptly notify the other Party party from whom indemnification is claimed (the “"Indemnitor”) of any claim, demand, action or other proceeding for which the Indemnitee intends to claim such indemnification"). The Indemnitor shall have the right to promptly assume and control the defense thereof of the Indemnitee with counsel selected by reasonably satisfactory to such Indemnitee, and the fees and expenses of such counsel shall be at the sole cost and expense of the Indemnitor; . The Indemnitee will cooperate with the Indemnitor in the defense of any action, proceeding, or investigation for which the Indemnitor assumes the defense, provided, however, that if the defendants in any action include both the Indemnitee and the Indemnitor and there is a conflict of interests which would prevent counsel for the Indemnitor from also representing the Indemnitee, the Indemnitee shall have the right to retain its own select one separate counsel to participate in the defense at of such action on behalf of such Indemnitee’s own expense, subject to Indemnitor’s right to control the defense. The indemnity obligations under this Section 6 Indemnitor shall not apply to amounts paid in be liable for the settlement by the Indemnitee of any claimaction, demandproceeding, action or other proceeding if such settlement is investigation effected without the prior express written consent of the Indemnitorits consent, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding shall not relieve such Indemnitor of all liability to the Indemnitee under this Section 6 with respect thereto, but if such failure is prejudicial to the Indemnitor’s ability to defend such claim, demand, action or other proceeding, and if such prejudice results in liabilities that may have been avoided or reduced if timely notice had been given, then the Indemnitor shall be relieved of said part of the liabilitieswithheld. The Indemnitor may shall not settle or otherwise consent to an adverse judgment enter into any settlement in any action, suit, or proceeding to which the Indemnitee is a party, unless such claim, demand, action or other proceeding, that diminishes the rights or interests settlement includes a general and unconditional release of the Indemnitee without from all claims with no payment by the prior express written consent Indemnitee of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation consideration nor incurrence of any claim, demand, action or other proceeding covered by this Section 6obligation.

Indemnity Procedure. A Party (the “Indemnitee”a) that intends to claim indemnification under this Section 6 shall promptly notify the other Party (the “Indemnitor”) If any Indemnitee notifies Indemnitor of any claim or notice of the commencement of any action, administrative or legal proceeding or investigation as to which Indemnitor’s obligation to indemnify under Section 1 above applies, Indemnitor shall assume on behalf of such Indemnitee, and conduct with due diligence and in good faith, the investigation and defense of, and the response to, such claim, demandaction, action proceeding or other proceeding for which the Indemnitee intends to claim such indemnification. The Indemnitor shall have the right to assume and control the defense thereof investigation, with counsel selected by reasonably satisfactory to the IndemnitorIndemnitee; provided, however, that such Indemnitee shall have the right to be represented by advisory counsel of its own selection and at its own expense; and provided, further, that if any such claim, action, proceeding, or investigation involves both Indemnitor and an Indemnitee, and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it which are different from, additional to, or inconsistent with those available to Indemnitor, then the Indemnitee shall have the right to retain its own select separate counsel to participate in the investigation and defense of and response to such claim, action, proceeding or investigation on its own behalf at Indemnitee’s own expense, subject to Indemnitor’s right to control the defense. The indemnity obligations under this Section 6 shall not apply to amounts paid in settlement of expense. (b) If any claim, demandaction, action proceeding, or other proceeding if such settlement is effected without the prior express written consent investigation arises as to which Indemnitor’s duty to indemnify under this Indemnity applies, and Indemnitor fails to assume promptly (and in any event within ten days after being notified of the claim, action, proceeding, or investigation) the defense of an Indemnitee, then such Indemnitee may contest and settle the claim, action, proceeding, or investigation at Indemnitor’s expense using counsel selected by such Indemnitee; provided, which consent shall not however, that after any such failure by Indemnitor no such contest need be unreasonably withheld made by such Indemnitee and settlement or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice full payment of any claim may be made by such claim or demand, or the commencement of Indemnitee without Indemnitor’s consent and without releasing Indemnitor from any obligations to such action or other proceeding shall not relieve such Indemnitor of all liability to the Indemnitee under this Section 6 with respect thereto, but if such failure is prejudicial to the Indemnitor’s ability to defend such claim, demand, action or other proceeding, and if such prejudice results in liabilities that may have been avoided or reduced if timely notice had been given, then the Indemnitor shall be relieved of said part of the liabilities. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of any claim, demand, action or other proceeding covered by this Section 6Indemnity.

Indemnity Procedure. A Party Promptly after receipt by an Indemnified Person of notice of the commencement of any action (including any governmental action), such Indemnified Person shall, if a Claim in respect thereof is to be made against the “Indemnitee”) that intends to claim indemnification Company under this Section 6 shall promptly notify 5, deliver to the other Party (Company a written notice of the “Indemnitor”) of any claim, demand, action or other proceeding for which commencement thereof and the Indemnitee intends to claim such indemnification. The Indemnitor Company shall have the right to participate in, and, to the extent the Company so desires, to assume and control of the defense thereof with counsel selected by the IndemnitorCompany but reasonably acceptable to the Indemnified Person; provided, however, that the Indemnitee an Indemnified Person shall have the right to retain its own counsel with the fees and expenses to participate be paid by the Company if, in the defense at Indemnitee’s own expensereasonable opinion of counsel retained by the Company, subject to Indemnitor’s right to control the defense. The indemnity obligations under this Section 6 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if representation by such settlement is effected without the prior express written consent counsel of the IndemnitorIndemnified Person and the Company would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. In such event, which consent the Company shall not pay for only one separate legal counsel in the aggregate for all Indemnified Persons and all indemnified persons pursuant to similar indemnification obligations of the Company relating to the repurchase of other shares of Preferred Stock; such legal counsel shall be unreasonably withheld or delayedselected by the holders of a majority in interest of the Preferred Stock on the date hereof. The failure to deliver written notice to the Indemnitor Company within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding shall not relieve such Indemnitor the Company of all any liability to the Indemnitee Indemnified Person under this Section 6 with respect thereto6, but if such failure is prejudicial except to the Indemnitor’s extent that the Company is prejudiced in its ability to defend such claim, demand, action or other proceeding, and if such prejudice results in liabilities that may have been avoided or reduced if timely notice had been given, then the Indemnitor action. The indemnification required by this Section 6 shall be relieved of said part made by periodic payments of the liabilities. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes amount thereof during the rights or interests course of the Indemnitee investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable. No Indemnified Party shall, without the prior express written consent of the IndemniteeCompany, which settle, compromise or pay any Claim or consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall reasonably cooperate to the entry of judgment with the Indemnitor and its legal representatives in the investigation of any claim, demand, action or other proceeding covered by this Section 6respect thereto.

Indemnity Procedure. A Party The Indemnitee (including GSEC and the “Indemnitee”GSEC Group, as applicable) that intends shall reasonably promptly after the receipt of notice of any Claims against such Indemnitee with respect to claim which indemnification under may be sought pursuant to this Section 6 shall promptly Agreement, notify the other Party (Indemnitor in writing thereof; provided that the “Indemnitor”) failure of the Indemnitee reasonably promptly to provide any such notice shall only reduce the liability of the Indemnitor by the amount of any claim, demand, action or other proceeding for which damages attributable to the failure of the Indemnitee intends to claim give such indemnificationnotice in such manner. The Indemnitor shall have the right to assume and control the defense thereof with counsel selected by settlement of all Claims over which it has assumed the Indemnitordefense; provided, however, that Indemnitor shall not conclude any settlement which requires any action or forbearance from action by, concedes any liability by, or compromises future claims of the Indemnitee or any of its Affiliates without the prior approval of the Indemnitee (which shall not be unreasonably withheld). The Indemnitee shall provide reasonable assistance to the Indemnitor when the Indemnitor so requests, at the Indemnitor’s expense, in connection with such Claim. In all cases, the Indemnitee shall have the right to retain participate in and be represented by counsel of its own counsel to participate in the defense choice and at Indemnitee’s its own expense, subject to Indemnitor’s right to control the defense. The indemnity obligations under this Section 6 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding shall not relieve such Indemnitor of all liability to the Indemnitee under this Section 6 with respect thereto, but if such failure is prejudicial to the Indemnitor’s ability to defend such claim, demand, action or other proceeding, and if such prejudice results in liabilities that may have been avoided or reduced if timely notice had been given, then the Indemnitor shall be relieved of said part of the liabilities. The Indemnitor may not settle or otherwise consent to an adverse judgment expense in any such claim, demand, action Claim or other proceeding, that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of respect to any claim, demand, action or other proceeding covered by this Section 6Claim.

Indemnity Procedure. A Party (the “a) Any party seeking indemnity pursuant to this Agreement ("Indemnitee”") that intends to claim indemnification under this Section 6 shall promptly notify the other Party party from whom indemnification is sought ("Indemnitor") in writing of the “Indemnitor”) existence of any claimloss, demandcost, expense, liability or damage asserted, or any action or other proceeding for which commenced, against the Indemnitee intends ("Adverse Claim") in respect of which indemnity properly may be sought against the Indemnitor pursuant to claim such indemnification. The this Agreement. (b) Except as set forth below, the Indemnitor shall have the right right, exercisable by written notice to assume and control the Indemnitee within thirty (30) days of receipt of the aforesaid notice, to conduct the defense thereof of, or the negotiations for settlement with counsel selected by respect to, the Adverse Claim, in good faith and at Indemnitor; provided's own expense, howeverand the Indemnitor agrees to reimburse the Indemnitee for any reasonable expenses it incurred as a result of such Adverse Claim. If the Indemnitor has given the Indemnitee such notice with respect to an Adverse claim, that the Indemnitee shall nevertheless have the right to retain its own counsel to participate in the defense at Indemnitee’s own expense, subject to Indemnitor’s right to control the defense. The indemnity obligations under this Section 6 shall not apply to amounts paid in or settlement of any claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding shall not relieve such Indemnitor of all liability to the Indemnitee under this Section 6 with respect theretothereof, but if such failure is prejudicial to the Indemnitor’s ability to defend such claim, demand, action or other proceeding, and if such prejudice results in liabilities that may have been avoided or reduced if timely notice had been given, then the Indemnitor participation shall be relieved of said part of solely at the liabilities. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of the Indemnitee without the prior express written consent expense of the Indemnitee, which consent shall not be unreasonably withheld or delayedwithout a right of further reimbursement for the expense of such participation. The Indemnitee, its employees and agents, shall reasonably cooperate with If the Indemnitor and its legal representatives does not notify the Indemnitee in writing (within the investigation time frame hereinabove provided) of any claimIndemnitor's election to conduct the defense of an Adverse Claim, demand, action or other proceeding covered by this Section 6.the Indemnitee may (but need not) conduct the