Common use of Indemnity and Release Clause in Contracts

Indemnity and Release. (a) Each Loan Party agrees to indemnify and hold harmless each of the Holder, its affiliates and its controlling persons and their respective officers, directors, employees, partners, agents, controlling persons, members, advisors and other representatives (each, an “Indemnitee”) from and against any and all liabilities, losses, damages, claims or out-of-pocket expenses (but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel for the Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against such Indemnitee in any way relating to or arising out of or in connection with the Transactions or any actual or prospective claim, actions, suits, inquiries, litigation, investigation or proceeding relating to any of the foregoing whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation or proceeding (a “Proceeding”)), regardless of whether any Indemnitee is a party thereto or whether such Proceeding is brought by a Loan Party, any of the Loan Parties’ Affiliates or any third party, and, in each case, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee (all of the foregoing, the “Indemnified Liabilities”) provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, damages, claims or out-of-pocket expenses resulted from (x) the gross negligence or willful misconduct of such Indemnitee or of any of its related Indemnitees, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) any dispute solely among Indemnitees other than any claims arising out of any act or omission of the Loan Parties or any of their Affiliates (as determined in a final and non-appealable judgment of a court of competent jurisdiction) or (z) any settlement entered into by such Indemnitee or any of its affiliates without the Borrower’s written consent; provided, however, that the forgoing indemnity will apply to any such settlement in the event the Borrower was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense. All amounts due under this Section 7(a) shall be paid within ten (10) days after written demand therefor (together with backup documentation supporting such reimbursement request).

Indemnity and Release. (a) Each Loan Party agrees to indemnify Lessee shall indemnify, protect, defend and save and hold harmless each of Lessor and the Holder, its affiliates and its controlling persons and their respective officers, directors, employees, partners, agents, controlling persons, members, advisors and other representatives (each, an “Indemnitee”) Premises from and against against, and reimburse Lessor for, any and all liabilitiesclaims, demands, losses, damages, claims or out-of-pocket expenses (but limited in the case costs, liabilities, causes of legal action and expenses, including, without limitation, reasonable attorneys' fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel for the Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated) of any kind or nature whatsoever which may at any time be imposed onexpenses, incurred by or asserted against such Indemnitee in any way relating to or arising out of or in connection with the Transactions or any actual or prospective claim, actions, suits, inquiries, litigation, investigation or proceeding relating to any of the foregoing whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation or proceeding (a “Proceeding”)), regardless of whether any Indemnitee is a party thereto or whether such Proceeding is brought by a Loan Party, any of the Loan Parties’ Affiliates or any third party, and, in each case, whether or not caused by or arising, in whole or in part, in any way out of this Lease, any default by Lessee in the observance or performance of any of the terms, covenants or conditions of this Lease on Lessee's part to be observed or performed, the use, occupancy or manner of use or occupancy of the Premises by Lessee or any sublessee, licensee, or any other person or entity, the conduct or management of any work or thing done in or on the Premises, the design, construction, maintenance, or condition of any Improvements, the condition of the Premises, any actual or alleged acts, omissions, or negligence of the Indemnitee (all Lessee or of the foregoingsublessees, contractors, agents, servants, employees, visitors or licensees of Lessee, in, on or about the “Indemnified Liabilities”) provided that such indemnity shall notPremises or other of Lessor's lands, as to and any Indemniteeaccident or other occurrence on the Premises from any cause whatsoever, be available except to the extent that such liabilities, losses, damages, claims or out-of-pocket expenses resulted from (x) caused solely by the gross negligence or willful misconduct of Lessor. In case any claim, action or proceeding be brought, made or initiated against Lessor relating to any of the above described events, acts, omissions, occurrences, or conditions, Lessee, upon notice from Lessor, shall at its sole cost and expense, resist, or defend such Indemnitee claim, action or proceeding by attorneys approved by Lessor. Lessor shall not be responsible for, and Lessee hereby waives any and all claims and causes of action whatsoever of any of its related Indemniteeskind or nature against Lessor for, as determined by a final non-appealable judgment of a court of competent jurisdictionany injury, loss, damage or liability to any person or property in or about the Premises or in any way connected with the Premises or this Lease, from any cause whatsoever (y) any dispute solely among Indemnitees other than caused solely by the gross negligence or willful misconduct of Lessor). The provisions of this Article 22 shall survive any claims arising out termination of this Lease. The provisions of Article 21 (Insurance) shall not limit in any act or omission of the Loan Parties or any of their Affiliates (as determined in a final and non-appealable judgment of a court of competent jurisdiction) or (z) any settlement entered into by such Indemnitee or any of its affiliates without the Borrower’s written consent; provided, however, that the forgoing indemnity will apply to any such settlement in the event the Borrower was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense. All amounts due way Lessee's obligations under this Section 7(a) shall be paid within ten (10) days after written demand therefor (together with backup documentation supporting such reimbursement request)Article 22.

Indemnity and Release. (a) Each Loan Party Tenant hereby agrees to defend, pay, indemnify and hold save free and harmless each of the HolderLandlord, its affiliates and its controlling persons and their respective officersany person claiming by, directorsthrough or under Landlord, employees, partners, agents, controlling persons, members, advisors and other representatives (each, an “Indemnitee”) from and against any and all liabilitiesclaims, lossesdemands, damagesfines, claims suits, actions, proceedings, orders, decrees or out-of-pocket expenses (but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel for the Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated) judgments of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted in favor of anyone whomsoever and from and against such Indemnitee in any way relating to or arising out of and all costs and expenses, including attorneys' fees, resulting from or in connection with loss of life, bodily or personal injury or property damage arising directly or indirectly out of or from or on account of any occurrence in, upon, at or from the Transactions Leased Premises or occasioned wholly or in part through the use or occupancy of the Leased Premises or by any act or omission of Tenant or any actual sublessee, concessionaire or prospective claimlicensee of Tenant or their respective employees, actionsagents, suitscontractors or invitees, inquiries, litigation, investigation or proceeding relating to any of the foregoing whether based on contract, tort or any other theory (person, including any investigation ofthe persons indemnified hereby, preparation forin, upon, at, or defense of any pending from the Leased Premises, or threatened claimthe Property or on the property, investigation street, sidewalk or proceeding (a “Proceeding”))parking areas adjacent to the Property, regardless of whether any Indemnitee is a party thereto or whether such Proceeding is brought by a Loan Party, any of the Loan Parties’ Affiliates or any third party, and, in each case, whether or not caused by or arising, in whole or in part, except claims arising out of the negligence of the Indemnitee (all of the foregoing, the “Indemnified Liabilities”) provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, damages, claims or out-of-pocket expenses resulted from (x) the gross negligence or willful misconduct act of Landlord and/or other persons sought herein to be indemnified against loss. Tenant and all those claiming by, through or under Tenant shall occupy and use the Leased Premises solely at their own risk and Tenant and all those claiming by, through or under Tenant hereby release Landlord, to the full extent permitted by law, from all claims of every kind, including loss of life, personal or bodily injury, damage to merchandise, equipment, fixtures or other property, or damage to business or from business interruption, arising, directly or indirectly, out of or from or on account of such Indemnitee occupancy and use or resulting from any present or future condition or state of any of its related Indemnitees, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) any dispute solely among Indemnitees other than any repair thereof except those claims arising out of the gross negligence or willful act of Landlord. Landlord shall not be responsible or liable at any act time to Tenant, or omission to those claiming by, through or under Tenant, for any loss of the Loan Parties life, bodily or any of their Affiliates (as determined in a final and non-appealable judgment of a court of competent jurisdiction) personal injury or (z) any settlement entered into by such Indemnitee damage to property or any of its affiliates without the Borrower’s written consent; providedbusiness, howeveror for business interruption, that may be occasioned by or through the forgoing indemnity will apply to acts, omissions or negligence of any such settlement in the event the Borrower was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense. All amounts due under this Section 7(a) shall be paid within ten (10) days after written demand therefor (together with backup documentation supporting such reimbursement request)other persons.

Indemnity and Release. (a) Each Loan Party agrees to indemnify Lessee shall indemnify, protect, defend and save and hold harmless each of Lessor and the Holder, its affiliates and its controlling persons and their respective officers, directors, employees, partners, agents, controlling persons, members, advisors and other representatives (each, an “Indemnitee”) Premises from and against against, and reimburse Lessor for, any and all liabilitiesclaims, demands, losses, damages, claims or out-of-pocket expenses (but limited in the case costs, liabilities, causes of legal action and expenses, including, without limitation, reasonable attorneys' fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel for the Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated) of any kind or nature whatsoever which may at any time be imposed onexpenses, incurred by or asserted against such Indemnitee in any way relating to or arising out of or in connection with the Transactions or any actual or prospective claim, actions, suits, inquiries, litigation, investigation or proceeding relating to any of the foregoing whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation or proceeding (a “Proceeding”)), regardless of whether any Indemnitee is a party thereto or whether such Proceeding is brought by a Loan Party, any of the Loan Parties’ Affiliates or any third party, and, in each case, whether or not caused by or arising, in whole or in part, in any way out of this Lease, any default by Lessee in the observance or performance of any of the terms, covenants or conditions of this Lease on Lessee's part to be observed or performed, the use, occupancy or manner of use or occupancy of the Premises by Lessee or any sublessee, licensee, or any other person or entity, the conduct or management of any work or thing done in or on the Premises, the design, construction, maintenance, or condition of any Improvements, the condition of the Premises, any actual or alleged acts, omissions, or negligence of the Indemnitee (all Lessee or of the foregoingsublessees, contractors, agents, servants, employees, visitors or licensees of Lessee, in, on or about the “Indemnified Liabilities”) provided that such indemnity shall notPremises or other of Lessor's lands, as to and any Indemniteeaccident or other occurrence on the Premises from any cause whatsoever, be available except to the extent that such liabilities, losses, damages, claims or out-of-pocket expenses resulted from (x) caused solely by the gross negligence or willful misconduct of Lessor. In case any claim, action or proceeding be brought, made or initiated against Lessor relating to any of the above described events, acts, omissions, occurrences, or conditions, Lessee, upon notice from Lessor, shall at its sole cost and expense, resist, or defend such Indemnitee claim, action or proceeding by attorneys approved by Xxxxxx. Lessor shall not be responsible for, and Xxxxxx hereby waives any and all claims and causes of action whatsoever of any of its related Indemniteeskind or nature against Lessor for, as determined by a final non-appealable judgment of a court of competent jurisdictionany injury, loss, damage or liability to any person or property in or about the Premises or in any way connected with the Premises or this Lease, from any cause whatsoever (y) any dispute solely among Indemnitees other than caused solely by the gross negligence or willful misconduct of Lessor). The provisions of this Article 22 shall survive any claims arising out termination of this Lease. The provisions of Article 21 (Insurance) shall not limit in any act or omission of the Loan Parties or any of their Affiliates (as determined in a final and non-appealable judgment of a court of competent jurisdiction) or (z) any settlement entered into by such Indemnitee or any of its affiliates without the Borrower’s written consent; provided, however, that the forgoing indemnity will apply to any such settlement in the event the Borrower was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense. All amounts due way Lessee's obligations under this Section 7(a) shall be paid within ten (10) days after written demand therefor (together with backup documentation supporting such reimbursement request)Article 22.

Indemnity and Release. (a) Each Loan Party agrees The Borrower shall indemnify the Lender against any loss or expense which the Lender may sustain or incur as a consequence of any failure by the Borrower to indemnify and hold harmless each fulfill on the date of any Advance hereunder the applicable conditions set forth in Article III, any default in payment or prepayment of the Holderprincipal amount of any Advance or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of prepayment, or otherwise), or the occurrence of any Event of Default. By its execution hereof, the Borrower hereby certifies to the Lender that as of the date hereof, (i) all representations and warranties heretofore made by it under any credit agreement, promissory note or other instrument or document related thereto which are amended by or which relate to this Agreement are true in all material respects, (ii) the Borrower does not have or claim to have any offset, counterclaim, or defense to any of its obligations under any of such prior instruments or documents, and (iii) in consideration of and to induce the Lender's agreement to the terms of this Agreement, the Borrower, for itself and its successors and assigns, does hereby RELEASE, ACQUIT, and FOREVER DISCHARGE the Lender, its affiliates and its controlling persons and their respective partners, officers, directors, employees, partners, agents, controlling attorneys, other representatives and all other persons, members(collectively, advisors and other representatives (eachthe "Indemnitees") who might be liable, an “Indemnitee”) from and against any and all claims, demands, liabilities, lossesand causes of action of whatsoever nature, whether in contract or in tort, or arising under or by virtue of any statute, rule, regulation, or other laws, for all losses and damages, claims including but not limited to exemplary and punitive damages, that have accrued or out-of-pocket expenses (but limited in the case of legal fees and expenses may ever accrue to the reasonable Borrower and documented out-of-pocket fees, disbursements its successors and other charges of one counsel for the Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdictionassigns, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against such Indemnitee in any way relating to or arising arise out of or in connection with the Transactions or any actual or prospective claim, actions, suits, inquiries, litigation, investigation or proceeding relating to any of the foregoing whether based on contract, tort or any other theory (including any investigation of, preparation forresult from, or defense of any pending or threatened claim, investigation or proceeding (a “Proceeding”)), regardless of whether any Indemnitee is a party thereto or whether such Proceeding is brought by a Loan Party, any of the Loan Parties’ Affiliates or any third party, and, in each case, whether or not are caused by or arising, in whole or in part, out of the negligence of the Indemnitee (all of the foregoing, the “Indemnified Liabilities”) provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, damages, claims or out-of-pocket expenses resulted from (x) the gross negligence or willful misconduct of such Indemnitee or of any of its related Indemnitees, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) any dispute solely among Indemnitees other than any claims arising out of any act or omission of any one or more of the Indemnitees on or prior to the date hereof in connection with the Loan Parties Documents, or any of their Affiliates (as determined matter or thing in a final connection therewith or related thereto. The Lender shall use its best efforts to mitigate any loss and non-appealable judgment of a court of competent jurisdiction) or (z) to reduce any settlement entered into by such Indemnitee or any of its affiliates without the Borrower’s written consent; provided, however, that the forgoing indemnity will apply expense for which it is being indemnified pursuant to any such settlement in the event the Borrower was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense. All amounts due under this Section 7(a) shall be paid within ten (10) days after written demand therefor (together with backup documentation supporting such reimbursement request)Section.

Indemnity and Release. (a) Each Loan Party Customer does and hereby release and forever discharge, and hereby agrees to indemnify indemnify, defend and hold harmless each of the Holderharmless, Integra, its affiliates and its controlling persons and their respective officersmembers, directorsmanagers, employees, partnerscontractors, agentssuccessors and assigns (collectively, controlling personsthe “Indemnified Parties”), membersfrom all loss, advisors claim, damage and other representatives expense to property, person or otherwise and of every nature (each, an “Indemnitee”including attorney’s fees) from and against any and all liabilities, losses, damages, claims or out-of-pocket expenses (but limited in the case of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel for the Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against such Indemnitee in any way relating to or arising out of or in connection with relating to the Transactions or provision of Sewer Service to the Premises by Integra, including any actual or prospective loss, claim, actions, suits, inquiries, litigation, investigation damage or proceeding relating to any expense arising out of the foregoing whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense a breach by Customer of any pending or threatened claimprovision of this Contract, investigation or proceeding (a “Proceeding”)), regardless of whether any Indemnitee is a party thereto or whether such Proceeding is brought by a Loan Party, any of the Loan Parties’ Affiliates or any third party, and, in each case, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee (all of the foregoing, the “Indemnified Liabilities”) provided that such indemnity shall not, as to any Indemnitee, be available except to the extent that such liabilities, losses, damages, claims or out-of-pocket expenses resulted from (x) caused by the gross sole negligence or willful misconduct of such Indemnitee Integra. In addition, Customer does hereby releases and forever discharge the Indemnified Parties from all loss, claim, damage and expense to property, person or otherwise and of every kind arising from any service interruptions or other conditions or occurrences arising from or relating to use of the cut-off valve, water or wastewater line breaks or blockages, tampering, failures of the Integra system, acts of God, fire, earthquake, flood, explosion, war or hostilities, any act of terrorism or belligerence, riot, public disorder, expropriation, requisition, confiscation or nationalization, rationing or allocation (whether imposed by law, decree, regulation or industry insistence), restraint by order of court or governmental authority, inability to obtain necessary approvals from any governmental authority, epidemic, quarantine, strikes or combination of workmen, labor disturbances, failure or breakdown of facilities and/or equipment (whether or not resulting from any cause listed above), changes in laws or regulations, termination or restriction of rights under any license, franchise, easement, right-of-way or other agreement for any cause whatsoever or any other event, matter or thing, wherever occurring, which shall not be within the reasonable control of Integra (each a “Force Majeure Event”). Integra’s failure to perform or delay in performing any of its related Indemnitees, obligations under this Contract as determined by a final non-appealable judgment result of a court Force Majeure Event shall not be a breach of competent jurisdiction, (y) any dispute solely among Indemnitees other than any claims arising out of any act or omission of the Loan Parties or any of their Affiliates (as determined in a final and non-appealable judgment of a court of competent jurisdiction) or (z) any settlement entered into by such Indemnitee or any of its affiliates without the Borrower’s written consent; provided, however, that the forgoing indemnity will apply to any such settlement in the event the Borrower was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense. All amounts due under this Section 7(a) shall be paid within ten (10) days after written demand therefor (together with backup documentation supporting such reimbursement request)Contract.

Indemnity and Release. (a) Each Loan Party agrees to indemnify 20.1 Tenant shall indemnify, protect, defend and save and hold harmless each of the Holder, its affiliates Landlord and its controlling persons and their respective officersLandlord's trustees, directors, officers, employees, partners, agents, controlling persons, members, advisors and other representatives agents (each, an “Indemnitee”collectively "Landlord Indemnitees") and the Premises harmless from and against against, and reimburse Landlord and any Landlord Indemnitee for, any and all liabilitiesclaims, demands, losses, damages, claims or out-of-pocket expenses (but limited in the case costs, liabilities, causes of legal action and expenses, including, without limitation, reasonable attorneys' fees and expenses expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel for the Indemnitees, taken as a whole, and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole extent incurred in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to the affected Indemnitees similarly situated) of any kind connection with or nature whatsoever which may at any time be imposed on, incurred by or asserted against such Indemnitee arising in any way out of (i) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant's pan to be observed or performed, (ii) the use, occupancy or manner of use or occupancy of the Premises or the Complex by Tenant or any of Tenant's Agents, (iii) the conduct or management of any work or thing done in or on the Premises, (iv) the design, construction, maintenance, or condition of the Premises, (v) any acts, omissions, or negligence of Tenant or of Tenant's Agents, in, on or about the Premises or the Complex, (vi) any accident or other occurrence on the Premises from any cause whatsoever, except to the extent caused by the negligent act or willful misconduct of Landlord or any Landlord Indemnitee, and (vii) any Hazardous Materials Occurrence, including, without limitation, any costs of monitoring or removal to achieve standards as required to Comply with Environmental Laws, any reduction in the fair market value or fair rental value of the Premises or the Complex resulting from a Hazardous Materials Occurrence required to be remediated in order to Comply with Environmental Laws, and any loss, claim or demand by any third person or entity relating to bodily injury or arising out damage or loss of value of real or in connection with personal property. Tenant shall have no obligation under this Section 20.1 for any claim, action or proceeding to the Transactions extent covered by Landlord's indemnification obligations under Section 4.3 or Section 4.7, above, or under Section 4 of the Pre-Lease Access Agreement. In case any claim, action or proceeding be brought, made or initiated against Landlord or any actual or prospective claim, actions, suits, inquiries, litigation, investigation or proceeding Landlord Indemnitee relating to any of the foregoing whether based on contractabove described events, tort or any other theory (including any investigation ofacts, preparation foromissions, occurrences, or conditions, Tenant, upon notice from Landlord, shall at its sole cost and expense, resist, or defend such claim, action or proceeding by attorneys reasonably approved by Landlord. Notwithstanding the foregoing, Landlord or the Landlord Indemnitee may retain its own attorneys, and Tenant shall pay the reasonable fees and disbursements of such attorneys (except for fees and expenses for defense of any pending or threatened claim, investigation action or proceeding brought by a Landlord Indemnitee against another Landlord Indemnitee, which shall not be paid by Tenant) to defend or assist in defending any claim, action or proceeding (a “Proceeding”)), regardless i) involving potential liability of whether any Indemnitee is a party thereto Five Million Dollars ($5,000,000) or whether such Proceeding is brought by a Loan Party, any of the Loan Parties’ Affiliates or any third party, and, in each case, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee (all of the foregoing, the “Indemnified Liabilities”) provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, damages, claims or out-of-pocket expenses resulted from (x) the gross negligence or willful misconduct of such Indemnitee or of any of its related Indemnitees, as determined by a final non-appealable judgment of a court of competent jurisdictionmore, (yii) any dispute solely among Indemnitees other than any claims arising out if Landlord shall have reasonably concluded that there may be a conflict of any act interest between Landlord or omission of the Loan Parties or any of their Affiliates (as determined in a final such Landlord Indemnitee and non-appealable judgment of a court of competent jurisdiction) or (z) any settlement entered into by such Indemnitee or any of its affiliates without the Borrower’s written consent; provided, however, that the forgoing indemnity will apply to any such settlement Tenant in the event the Borrower was offered the ability to assume conduct of the defense of such action, or (iii) such claim, action or proceeding is for equitable relief against Landlord or such Landlord Indemnitee and no monetary damages are being sought against Landlord or such Landlord Indemnitee. Tenant shall not settle any such claim, action or proceeding against Landlord or such Landlord Indemnitee without the action that was the subject matter consent of Landlord if such settlement and elected involves relief other than the payment of money. Neither Landlord nor any Landlord Indemnitee shall settle any such claim, action or proceeding without Tenant's written consent. Any such settlement not consented to assume such defense. All amounts due under this Section 7(a) by Tenant shall not be paid within ten (10) days after written demand therefor (together with backup documentation supporting such reimbursement request)covered by Tenant's indemnification hereunder.