Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. (a) In any circumstance in which this Agreement applies, the Lender may, but shall not be obligated to, employ its own legal counsel and consultants to investigate, prosecute, negotiate, or defend any such Environmental Claim and in the event liability is asserted directly against the Lender, the Lender shall have the right to compromise or settle such claim of liability against the Lender without the consent of Indemnitors. Indemnitors shall reimburse the Lender, within fifteen (15) days of demand, for all Costs incurred by the Lender, including the amount of all Costs of settlements entered into by the Lender, in all cases excepting those Costs which are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of Indemnitees or their agents, employees or contractors,. (b) The Indemnitors shall not, without the prior written consent of the Lender (i) settle or compromise any action, suit, proceeding, or claim or consent to the entry of any judgment that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Lender of (x) a full and complete written release of the Lender from all liability in respect of such action, suit or proceeding and (y) a dismissal with prejudice of such suit, action or proceeding; or (ii) settle or compromise any action, suit, proceeding, or claim in any manner that may adversely affect the Lender as determined by the Lender in its reasonable discretion.

Procedures Relating to Indemnification. (a) In any circumstance in which this Agreement applies, the Lender Administrative Agent may, but shall not be obligated to, employ its own legal counsel and consultants to investigate, prosecute, negotiate, or defend any such Environmental Claim and in the event liability is asserted directly against the LenderAdministrative Agent or any other Secured Party, the Lender such Secured Party shall have the right to compromise or settle such Environmental Claim or claim of liability against the Lender such Secured Party without the consent of the Indemnitors. The Indemnitors shall reimburse the Lender, Administrative Agent within fifteen (15) days of demand, for all reasonable Costs incurred by the LenderSecured Parties hereunder, including the amount of all Costs of settlements entered into by the Lender, in all cases excepting those Costs which are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence one or willful misconduct of Indemnitees or their agents, employees or contractors,more Secured Parties. (b) The Indemnitors shall notNo Indemnitor shall, without the prior written consent of the Lender Administrative Agent, (i) settle or compromise any action, suit, proceeding, or claim or consent to the entry of any judgment that relates to the Premises and that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Lender Administrative Agent of (x) a full and complete written release of the Lender Administrative Agent and the other Secured Parties (in form, scope and substance satisfactory to the Administrative Agent in its reasonable discretion) from all liability in respect of such action, suit or proceeding and (y) if applicable, a dismissal with prejudice of such suit, action or proceeding; or (ii) settle or compromise any action, suit, proceeding, or claim in any manner that may adversely affect the Lender Administrative Agent or any other Secured Party as determined by the Lender Administrative Agent or such Secured Party in its reasonable discretion.