Common use of Indemnification of Third Party Claims Clause in Contracts

Indemnification of Third Party Claims. (a) The Servicer agrees to indemnify and hold the Issuer, the Indenture Trustee, the Backup Servicer and the Bondholders harmless against any and all claims, losses, penalties, fines, forfeitures, judgments, and other costs, fees and expenses (including reasonable and documented legal fees and expenses) (collectively, “Losses”) that any of them may sustain because of the failure by the Servicer to service the Trust Estate in compliance with the terms of Section 6.02; provided, however, that the Servicer shall have no liability to indemnify any such indemnified party under this Indenture to the extent that any such Losses, (i) were caused by the gross negligence, willful misconduct or bad faith of such indemnified party, (ii) arose from, or related to, losses with respect to the Land Lease Assets resulting from defaults by Lessees (but only to the extent such losses did not occur as a result of a failure by the Servicer to perform its duties in accordance with the terms of this Indenture) or (iii) constitute special, indirect, exemplary, or consequential damages alleged to be incurred by such indemnified party. Each of the Issuer, the Indenture Trustee and each Bondholder shall notify the Servicer promptly (and in all cases within ten Business Days) if a claim is made against it by a third party with respect to any Land Lease Asset or this Indenture, and the Servicer may, if such claim alleges a failure of the Servicer to perform its duties in compliance with this Indenture, assume, with the consent of the Issuer, the Indenture Trustee or such Bondholder, as applicable, the defense of such claim and pay all expenses in connection therewith, including counsel fees and expenses, and shall to the extent obligated under this Section 6.06, promptly pay, discharge and satisfy any judgment or decree which may be entered against it, the Issuer, the Indenture Trustee or such Bondholder in respect of such claim. If it is determined that the Servicer is liable for indemnification under this Section 6.06, satisfaction of such expenses, judgments or decrees shall be at the sole expense of the Servicer to the extent of such liability.

Indemnification of Third Party Claims. (a) The Servicer agrees to indemnify obligations and hold the Issuer, the Indenture Trustee, the Backup Servicer and the Bondholders harmless against liabilities of any and all claims, losses, penalties, fines, forfeitures, judgments, and other costs, fees and expenses (including reasonable and documented legal fees and expenses) (collectively, “Losses”) that any of them may sustain because of the failure by the Servicer to service the Trust Estate in compliance with the terms of Section 6.02; provided, however, that the Servicer shall have no liability party to indemnify any such indemnified party other under this Indenture Section 13 with respect to Claims relating to third parties shall be subject to the following terms and conditions: Notice and Defense. The party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the party from whom indemnification is sought (the “Indemnifying Party”) written notice of any such Claim, and the Indemnifying Party shall have the right to undertake the defense thereof, at the expense of the Indemnifying Party, by representatives and counsel selected by the Indemnifying Party but reasonably acceptable to the Indemnified Party. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Section 13, except to the extent that the Indemnifying Party is prejudiced thereby. Each party shall make available to the other party or its representatives all records and other materials required by them and in the possession or under the control of such party, for the use of the other party in defending any such LossesClaim, (i) were caused by and shall in other respects give reasonable cooperation in such defense. If the gross negligence, willful misconduct or bad faith of such indemnified party, (ii) arose from, or related to, losses with respect Indemnifying party fails to defend the Land Lease Assets resulting from defaults by Lessees (but only to the extent such losses did not occur as same within a result of a failure by the Servicer to perform its duties in accordance with the terms of this Indenture) or (iii) constitute special, indirect, exemplary, or consequential damages alleged to be incurred by such indemnified party. Each of the Issuerreasonable time, the Indenture Trustee and each Bondholder Indemnified party shall notify the Servicer promptly (and in all cases within ten Business Days) if a claim is made against it by a third party with respect be entitled to any Land Lease Asset or this Indentureassume defense thereof, and the Servicer may, if Indemnifying party shall be liable to such claim alleges a failure of the Servicer to perform Indemnified party for its duties in compliance with this Indenture, assume, with the consent of the Issuer, the Indenture Trustee or such Bondholder, as applicable, the defense of such claim and pay all expenses in connection therewithreasonably incurred, including counsel fees and expensesattorneys' fees, and shall to the extent obligated under this Section 6.06, promptly pay, discharge and satisfy any judgment or decree which may be entered against it, the Issuer, the Indenture Trustee or such Bondholder in respect of such claim. If it is determined that the Servicer is liable for indemnification under this Section 6.06, satisfaction of such expenses, judgments or decrees shall be at the sole expense of the Servicer to the extent of such liabilitysettlement payments.

Indemnification of Third Party Claims. Any Person making a claim for indemnification under Section 8.02 or Section 8.03 (aan "INDEMNIFIED PARTY") The Servicer agrees shall notify the party from whom indemnification is sought (the "INDEMNIFYING PARTY") (which notice, in the case of a claim by any Surviving Corporation Party under Section 8.02 shall be satisfied by notice to indemnify and hold the IssuerStockholders' Representative) of the claim in writing promptly after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party), describing the claim, the Indenture Trustee, the Backup Servicer amount thereof (if known and quantifiable) and the Bondholders harmless against any and all claimsbasis thereof; PROVIDED, losses, penalties, fines, forfeitures, judgments, and other costs, fees and expenses (including reasonable and documented legal fees and expenses) (collectively, “Losses”) that any of them may sustain because of the failure by the Servicer to service the Trust Estate in compliance with the terms of Section 6.02; provided, howeverHOWEVER, that the Servicer failure to so notify an Indemnifying Party shall have no liability to indemnify any such indemnified party under this Indenture not relieve the Indemnifying Party of its obligations hereunder except to the extent that any such Losses, (i) were failure shall have caused by Losses for which the gross negligence, willful misconduct or bad faith of such indemnified party, (ii) arose from, or related to, losses with respect to the Land Lease Assets resulting from defaults by Lessees (but only to the extent such losses did not occur as a result of a failure by the Servicer to perform its duties in accordance with the terms of this Indenture) or (iii) constitute special, indirect, exemplary, or consequential damages alleged Indemnifying Party is obligated to be incurred by greater than such indemnified partyLosses would have been had the Indemnified Party given the Indemnifying Party prompt notice hereunder. Each of the Issuer, the Indenture Trustee and each Bondholder The Indemnifying Party shall notify the Servicer promptly (and be entitled to participate in all cases within ten Business Days) if a claim is made against it by a third party with respect to any Land Lease Asset or this Indenture, and the Servicer may, if such claim alleges a failure of the Servicer to perform its duties in compliance with this Indenture, assume, with the consent of the Issuer, the Indenture Trustee or such Bondholder, as applicable, the defense of such action, lawsuit, proceeding, investigation or other claim and pay all expenses in connection therewith, including counsel fees and expensesgiving rise to the Indemnified Party's claim for indemnification at the Indemnifying Party's expense, and at its option shall be entitled to assume the defense thereof; PROVIDED, that prior to the extent obligated under this Section 6.06, promptly pay, discharge and satisfy any judgment or decree which may be entered against it, the Issuer, the Indenture Trustee or such Bondholder in respect Indemnifying Party assuming control of such claim. If defense it is determined shall first verify to the Indemnified Party in writing that the Servicer is liable Indemnifying Party shall be fully responsible (subject to a reservation of any rights) for all liabilities and obligations relating to such claim for indemnification under this Section 6.06, satisfaction of such expenses, judgments or decrees shall be at the sole expense of the Servicer (subject to the extent of such liability.all dollar limitations set forth herein) with respect to

Indemnification of Third Party Claims. A party or parties entitled to indemnification hereunder with respect to a third party claim (athe “Indemnified Party”) The Servicer agrees will give the party or parties required to indemnify and hold provide such indemnification (the Issuer“Indemnifier”) prompt written notice of any legal proceeding, claim or demand instituted by any third party (in each case, a “Claim”) in respect of which the Indemnified Party is entitled to indemnification hereunder. If the Indemnifier provides written notice to the Indemnified Party stating that the Indemnifier is responsible for the entire Claim within 10 days after the Indemnifier’s receipt of written notice from the Indemnified Party of such Claim, the Indenture TrusteeIndemnifier shall have the right, at the Backup Servicer Indemnifier’s expense, to defend against, negotiate, settle or otherwise deal with such Claim and to have the Bondholders harmless against any and all claimsIndemnified Party represented by counsel, lossesreasonably satisfactory to the Indemnified Party, penalties, fines, forfeitures, judgments, and other costs, fees and expenses (including reasonable and documented legal fees and expenses) (collectively, “Losses”) that any of them may sustain because of the failure selected by the Servicer to service the Trust Estate in compliance with the terms of Section 6.02Indemnifier; provided, however, that the Servicer shall have no liability to indemnify any such indemnified party under this Indenture to the extent that any such Losses, (i) were caused by the gross negligence, willful misconduct or bad faith Indemnified Party may participate in any proceeding with counsel of such indemnified partyits choice and at its expense, (ii) arose fromthe Purchaser, at any time when it believes in good faith that any Claim is having or related tocould reasonably be expected to have a material adverse effect on the Business or assets, losses with respect to the Land Lease Assets resulting from defaults by Lessees affairs, condition (but only to the extent such losses did not occur as a result of a failure by the Servicer to perform its duties in accordance with the terms of this Indenturefinancial or otherwise) or prospects of the Purchaser or any of its subsidiaries, may assume the defense and otherwise deal with such Claim in good faith, with counsel of its choice, and be fully indemnified therefor, (iii) constitute specialthe Purchaser, indirect, exemplary, or consequential damages alleged to be incurred by such indemnified party. Each of the Issuer, the Indenture Trustee and each Bondholder shall notify the Servicer promptly (and in all cases within ten Business Days) if at any time when it believes that a claim is made against it by a third party for indemnification relates to or arises in connection with respect to any Land Lease Asset criminal proceeding, indictment or this Indentureinvestigation, may assume the defense and otherwise deal with such Claim in good faith with counsel of its choice, and be fully indemnified therefor, (iv) the Servicer mayIndemnifier may not assume the defense of any Claim if an actual conflict of interest exists between the Indemnifier and the Indemnified Party that precludes effective joint representation, and (v) the Indemnified Party may take over the defense and prosecution of a Claim from the Indemnifier if the Indemnifier has failed or is failing to vigorously prosecute or defend such claim alleges Claim; and provided further, that the Indemnifier may not enter into a failure settlement of any Claim without the Servicer to perform its duties in compliance with this Indenture, assume, with the written consent of the Issuer, Indemnified Party unless such settlement provides the Indenture Trustee or Indemnified Party with a full release from such Bondholder, as applicable, Claim and requires no more than a monetary payment for which the Indemnified Party is fully indemnified. The parties will cooperate fully with each other in connection with the defense of such claim and pay all expenses in connection therewith, including counsel fees and expenses, and shall to the extent obligated under this Section 6.06, promptly pay, discharge and satisfy any judgment or decree which may be entered against it, the Issuer, the Indenture Trustee or such Bondholder in respect of such claim. If it is determined that the Servicer is liable for indemnification under this Section 6.06, satisfaction of such expenses, judgments or decrees shall be at the sole expense of the Servicer to the extent of such liabilityClaim.

Indemnification of Third Party Claims. Except as provided in Section 5.05 and subject to any contrary provision in any Ancillary Agreement, each Party shall indemnify, defend and hold harmless the other Party, each other member of such other Party’s Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Transaction Indemnitees”), from and against any Liabilities of the Transaction Indemnitees relating to, arising out of or resulting from any Third Party Claim as to which such Transaction Indemnitees are entitled to indemnification under this Agreement, including any Third Party Claim relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact contained in any Specified Document or any omission or alleged omission to state a material fact in any Specified Document required to be stated therein or necessary to make the statements therein not misleading (any such Third Party Claim, a “Transaction Third Party Claim”). Section 5.05 Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Servicer agrees Parties intend that any Liability subject to indemnify and hold indemnification or reimbursement pursuant to this Article V will be net of Insurance Proceeds that actually reduce the Issueramount of, or are paid to the applicable Indemnitee in respect of, such Liability. Accordingly, the Indenture Trustee, the Backup Servicer and the Bondholders harmless against any and all claims, losses, penalties, fines, forfeitures, judgments, and other costs, fees and expenses amount that either Party (including reasonable and documented legal fees and expenses) (collectively, an “LossesIndemnifying Party”) that is required to pay to any of them may sustain because Person entitled to indemnification hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the failure by the Servicer to service the Trust Estate Indemnitee in compliance with the terms of Section 6.02; provided, however, that the Servicer shall have no liability to indemnify any such indemnified party under this Indenture to the extent that any such Losses, (i) were caused by the gross negligence, willful misconduct or bad faith of such indemnified party, (ii) arose from, or related to, losses with respect to the Land Lease Assets resulting from defaults by Lessees (but only to the extent such losses did not occur as a result of a failure by the Servicer to perform its duties in accordance with the terms of this Indenture) or (iii) constitute special, indirect, exemplary, or consequential damages alleged to be incurred by such indemnified party. Each of the Issuer, the Indenture Trustee related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and each Bondholder shall notify the Servicer promptly (and in all cases within ten Business Days) if a claim is made against it by a third party with respect to any Land Lease Asset or this Indenture, and the Servicer may, if such claim alleges a failure of the Servicer to perform its duties in compliance with this Indenture, assume, with the consent of the Issuer, the Indenture Trustee or such Bondholder, as applicable, the defense of such claim and pay all expenses in connection therewith, including counsel fees and expenses, and shall to the extent obligated under this Section 6.06, promptly pay, discharge and satisfy any judgment or decree which may be entered against it, the Issuer, the Indenture Trustee or such Bondholder subsequently receives Insurance Proceeds in respect of such claim. If it is determined that Liability, then the Servicer is liable for indemnification under this Section 6.06, satisfaction of such expenses, judgments or decrees shall be at Indemnitee will pay to the sole expense Indemnifying Party an amount equal to the excess of the Servicer to Indemnity Payment received over the extent amount of the Indemnity Payment that would have been due if such liabilityInsurance Proceeds had been received, realized or recovered before the Indemnity Payment was made.