Common use of Indemnity Claims Process Clause in Contracts

Indemnity Claims Process. Tenant shall pay any amounts that become due to Landlord under this Section 13 within 10 days after Landlord’s demand, and if not timely paid, such amounts shall bear interest at the Agreed Rate from the date of such demand until paid. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties, with counsel acceptable to Landlord, in its sole discretion, and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s prior consent. Tenant shall have the right to control the defense or settlement of any claim provided that (a) Tenant shall first confirm in writing to Landlord that Tenant is obligated under this Section 13 to indemnify Landlord, (b) Tenant shall pay any and all amounts required to be paid in respect of such claim, and (c) any compromise or settlement shall require the prior approval of Landlord, which approval shall not be unreasonably withheld provided Landlord (or the applicable Landlord Indemnified Parties) are irrevocably released from all Losses in connection with such claim as part of such settlement or compromise. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim. If Tenant does not act promptly and completely to satisfy its indemnification obligations hereunder, Landlord may resist and defend any such claims against Landlord or any Landlord Indemnified Party at Tenant’s sole cost.

Indemnity Claims Process. Tenant Landlord shall pay any amounts that become due to Landlord Tenant under this Section 13 18 within 10 30 days after LandlordTenant’s demand, and if not timely paid, such amounts shall bear interest at the Agreed Rate from the date of such demand until paid. TenantLandlord, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord Tenant or any Landlord Tenant Indemnified Parties, with counsel reasonably acceptable to Tenant (with counsel chosen or approved by Landlord, in its sole discretion’s insurer being deemed approved), and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining LandlordTenant’s prior consentconsent (such consent not to be unreasonably withheld, conditioned or delayed). Tenant Landlord shall have the right to control the defense or settlement of any claim provided that (a) Tenant Landlord shall first confirm in writing to Tenant that Landlord that Tenant is obligated under this Section 13 18 to indemnify LandlordTenant, (b) Tenant Landlord shall pay any and all amounts required to be paid in respect of such claim, and (c) any compromise or settlement shall require the prior approval of LandlordTenant, which approval shall not be unreasonably withheld withheld, conditioned or delayed provided Landlord Tenant (or the applicable Landlord Tenant Indemnified Parties) are irrevocably released from all Losses in connection with such claim as part of such settlement or compromise. LandlordTenant, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim. If Tenant Landlord does not act promptly and completely to satisfy its indemnification obligations hereunder, Landlord Tenant may resist and defend any such claims against Landlord Tenant or any Landlord Tenant Indemnified Party at TenantLandlord’s sole cost.

Indemnity Claims Process. Tenant shall pay any amounts that become due to Landlord under this Section 13 within 10 ten (10) days after Landlord’s demand, and if not timely paid, such those amounts shall bear interest at the Agreed Default Rate from the date of such demand until paid. Tenant, at its expense, shall contest, resist resist, and defend any such claim, action action, or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties, with counsel acceptable to Landlord, in its sole discretion, and shall not, under any circumstances, compromise or otherwise dispose of any suit, action action, or proceeding without obtaining Landlord’s prior consent. Tenant shall have the right to control the defense or settlement of any claim provided that Claim if (a) Tenant shall first confirm in writing to Landlord that Tenant is obligated under this Section 13 to indemnify Landlord, Landlord and (b) Tenant shall pay pays any and all amounts required to be paid in respect of such claim, and (c) the Claim. If Tenant controls the defense or settlement of the Claim then any compromise or settlement shall require the prior approval of Landlord, which approval shall not be unreasonably withheld provided if Landlord (or the applicable Landlord Indemnified PartiesParty) are is irrevocably released from all Losses liabilities and losses in connection with such claim the Claim as part of such the settlement or compromise. Landlord, at its election and sole cost and expense, shall have the rightmay, but is not the obligationobligated to, to participate in the defense of any claimClaim. If Tenant does not act promptly and completely to satisfy its indemnification obligations hereunderobligations, Landlord may resist and defend any such claims the Claims against Landlord or any Landlord Indemnified Party at Tenant’s sole cost.. 

Indemnity Claims Process. Tenant shall pay any amounts that become due to Landlord under this Section 13 14 within 10 30 days after Landlord’s demand, and if not timely paid, such amounts shall bear interest at the Agreed Rate from the date of such demand until paid. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties, with counsel reasonably acceptable to Landlord, in its sole discretionLandlord (with counsel chosen or approved by Tenant’s insurer being deemed approved), and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s prior consentconsent (such consent not to be unreasonably withheld, conditioned or delayed). Tenant shall have the right to control the defense or settlement of any claim provided that (a) Tenant shall first confirm in writing to Landlord that Tenant is obligated under this Section 13 14 to indemnify Landlord, (b) Tenant shall pay any and all amounts required to be paid in respect of such claim, and (c) any compromise or settlement shall require the prior approval of Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed provided Landlord (or the applicable Landlord Indemnified Parties) are irrevocably released from all Losses in connection with such claim as part of such settlement or compromise. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim. If Tenant does not act promptly and completely to satisfy its indemnification obligations hereunder, Landlord may resist and defend any such claims against Landlord or any Landlord Indemnified Party at Tenant’s sole cost.

Indemnity Claims Process. Tenant Landlord shall pay any amounts that become due to Landlord Tenant under this Section 13 18 within 10 30 days after LandlordXxxxxx’s demand, and if not timely paid, such amounts shall bear interest at the Agreed Rate from the date of such demand until paid. TenantLandlord, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord Tenant or any Landlord Tenant Indemnified Parties, with counsel reasonably acceptable to Landlord, in its sole discretionTenant (with counsel chosen or approved by Xxxxxxxx’s insurer being deemed approved), and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining LandlordTenant’s prior consentconsent (such consent not to be unreasonably withheld, conditioned or delayed). Tenant Landlord shall have the right to control the defense or settlement of any claim provided that (a) Tenant Landlord shall first confirm in writing to Tenant that Landlord that Tenant is obligated under this Section 13 18 to indemnify LandlordTenant, (b) Tenant Landlord shall pay any and all amounts required to be paid in respect of such claim, and (c) any compromise or settlement shall require the prior approval of LandlordTenant, which approval shall not be unreasonably withheld withheld, conditioned or delayed provided Landlord Tenant (or the applicable Landlord Tenant Indemnified Parties) are irrevocably released from all Losses in connection with such claim as part of such settlement or compromise. LandlordTenant, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim. If Tenant Landlord does not act promptly and completely to satisfy its indemnification obligations hereunder, Landlord Xxxxxx may resist and defend any such claims against Landlord Tenant or any Landlord Tenant Indemnified Party at TenantLandlord’s sole cost.

Indemnity Claims Process. Tenant shall pay any amounts that become due to Landlord under this Section 13 14 within 10 30 days after Landlord’s demand, and if not timely paid, such amounts shall bear interest at the Agreed Rate from the date of such demand until paid. Tenant, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord or any Landlord Indemnified Parties, with counsel reasonably acceptable to Landlord, in its sole discretionLandlord (with counsel chosen or approved by Xxxxxx’s insurer being deemed approved), and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining Landlord’s prior consentconsent (such consent not to be unreasonably withheld, conditioned or delayed). Tenant shall have the right to control the defense or settlement of any claim provided that (a) Tenant shall first confirm in writing to Landlord that Tenant is obligated under this Section 13 14 to indemnify Landlord, (b) Tenant shall pay any and all amounts required to be paid in respect of such claim, and (c) any compromise or settlement shall require the prior approval of Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed provided Landlord (or the applicable Landlord Indemnified Parties) are irrevocably released from all Losses in connection with such claim as part of such settlement or compromise. Landlord, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim. If Tenant Xxxxxx does not act promptly and completely to satisfy its indemnification obligations hereunder, Landlord may resist and defend any such claims against Landlord or any Landlord Indemnified Party at Tenant’s sole cost.

Indemnity Claims Process. Tenant Brookdale shall pay any amounts that become Losses due to Landlord a Ventas Party under this Section 13 4.3 within 10 days after Landlorda Ventas Party’s demandwritten demand (the “Claim Notice Date”), and if not timely paid, such amounts shall bear interest at the Agreed Rate (as defined in the Amended and Restated Master Lease) from the date of such demand that is 10 days following the Claim Notice Date until paid. TenantBrookdale, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Landlord Ventas or any Landlord Ventas Indemnified Parties, with counsel acceptable to Landlord, in its sole discretion, approved by Ventas and shall not, under any circumstances, compromise or otherwise dispose of any suit, action or proceeding without obtaining LandlordVentas’s prior consent; provided that any such required approval or consent by Ventas, (i) with respect to any claims which are covered by Brookdale’s insurance policy(ies), shall not be unreasonably withheld, conditioned or delayed, and (ii) with respect to claims not covered by Brookdale’s insurance policy(ies), may be granted or withheld in its sole discretion. Tenant Brookdale shall have the right to control the defense or settlement of any claim provided that (a) Tenant Brookdale shall first confirm in writing to Landlord Ventas that Tenant Brookdale is obligated under this Section 13 4.3 to indemnify Landlordthe Ventas Parties, (b) Tenant Brookdale shall pay any and all amounts required to be paid in respect of such claim, and (c) any compromise or settlement shall require the prior approval of LandlordVentas, which approval shall not be unreasonably withheld provided Landlord Ventas (or the applicable Landlord Ventas Indemnified Parties) are irrevocably released from all Losses in connection with such claim as part of such settlement or compromise. LandlordVentas, at its election and sole cost and expense, shall have the right, but not the obligation, to participate in the defense of any claim. If Tenant Brookdale does not act promptly with reasonable promptness and completely diligence to satisfy its indemnification obligations hereunder, Landlord Ventas and the Ventas Parties may resist and defend any such claims against Landlord Ventas or any Landlord Ventas Indemnified Party at TenantBrookdale’s sole cost.