Common use of Indemnity Procedure Clause in Contracts

Indemnity Procedure. If an Indemnified Party or Tenant Indemnified Party (in each case, the “Indemnitee”) receives notice of any claim, action or proceeding (an “Action”) against Indemnitee with respect to which indemnification is to be sought from the 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 the 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, Indemnitor shall have the right to participate at its own expense in the defense of any such Action. If Indemnitor shall not have employed counsel to have charge of the defense of any such Action following the notice and direction specified above, or 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), the Indemnitee shall have the right to retain its own counsel and all reasonable resulting legal and other expenses incurred by Indemnitee shall be borne by Indemnitor, provided, that no Indemnitee shall settle any claim, action or proceeding without the prior written consent of Indemnitor, such consent not to be unreasonably withheld or delayed.

Indemnity Procedure. If an Indemnified Party or Tenant Indemnified Party (in each casePromptly after receipt by Series B Holders, the “Indemnitee”) receives Series C Holders, the Purchasers or the Company of notice of the commencement of any claimaction, action proceeding, or proceeding investigation in respect of which indemnity may be sought as provided above, such party (an “Action”the "INDEMNITEE") against Indemnitee with respect to which shall notify the party from whom indemnification is to be sought from the party with the obligation to indemnify claimed (the “Indemnitor”) under this Section 11.C, Indemnitee "INDEMNITOR"). The Indemnitor shall promptly notify Tenant or Landlord, as indemnitor and as applicable (in such capacity, “Indemnitor”) of the Action in writing. Indemnitee may direct Indemnitor to assume the defense of the Action Indemnitee with counsel reasonably satisfactory to such Indemnitee, and to pay all reasonable costs the fees and expenses incurred as a result thereof. If Indemnitee of such counsel shall not have directed Indemnitor to assume be at the defense sole cost and expense of the Action, Indemnitor. The Indemnitee will cooperate with the Indemnitor shall have the right to participate at its own expense in the defense of any such Action. If Indemnitor shall not have employed counsel to have charge of the defense of any such Action following the notice and direction specified aboveaction, proceeding, or investigation for which the Indemnitor assumes the defense, provided, however, that if the defendants in any action include both the Indemnitee shall have reasonably concluded that and the Indemnitor and there may be defenses available to Indemnitee is a conflict of interests which are different would prevent counsel for the Indemnitor 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 also representing the Indemnitee), the Indemnitee shall have the right to retain select one separate counsel to participate in the defense of such action on behalf of such indemnified party or parties. The Indemnitor shall not be liable for the settlement by the Indemnitee of any action, proceeding, or investigation effected without its own counsel and all reasonable resulting legal and other expenses incurred by Indemnitee consent, which consent shall not be borne by Indemnitorunreasonably withheld. The Indemnitor shall not enter into any settlement in any action, providedsuit, that no Indemnitee shall settle any claim, action or proceeding to which the Indemnitee is a party, unless such settlement includes a general release of the Indemnitee with no payment by the Indemnitee of consideration and without the prior written consent an admission of Indemnitor, such consent not to be unreasonably withheld or delayedliability.

Indemnity Procedure. If an Indemnified Party or Tenant Indemnified Party The Indemnitee (in each caseincluding GSEC and the GSEC Group, as applicable) shall reasonably promptly after the “Indemnitee”) receives receipt of notice of any claim, action or proceeding (an “Action”) Claims against such Indemnitee with respect to which indemnification is to may be sought from pursuant to this Agreement, notify the party with Indemnitor in writing thereof; provided that the obligation failure of the Indemnitee reasonably promptly to indemnify (provide any such notice shall only reduce the “Indemnitor”) under this Section 11.C, liability of the Indemnitor by the amount of any damages attributable to the failure of the Indemnitee shall promptly notify Tenant or Landlord, as indemnitor and as applicable (to give such notice in such capacity, “Indemnitor”) of the Action in writingmanner. 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, The Indemnitor shall have control the right to participate at its own expense in settlement of all Claims over which it has assumed the defense of any such Action. If defense; provided, however, that Indemnitor shall not have employed counsel to have charge conclude any settlement which requires any action or forbearance from action by, concedes any liability by, or compromises future claims of the defense Indemnitee or any of any such Action following its Affiliates without the notice and direction specified above, or if prior approval of the Indemnitee (which shall not be unreasonably withheld). The Indemnitee shall have reasonably concluded that there may be defenses available provide reasonable assistance to Indemnitee which are different from or additional to those available to the Indemnitor (when the Indemnitor so requests, at the Indemnitor’s expense, in which case Indemnitor shall not have the right to direct the defense of connection with such Action on behalf of the Indemnitee)Claim. In all cases, the Indemnitee shall have the right to retain participate in and be represented by counsel of its own counsel choice and all reasonable resulting legal and other expenses incurred by Indemnitee shall be borne by Indemnitor, provided, that no Indemnitee shall settle at its own expense in any claim, action such Claim or proceeding without the prior written consent of Indemnitor, such consent not with respect to be unreasonably withheld or delayedany Claim.

Indemnity Procedure. (a) If an Indemnified Party any Indemnitee notifies Indemnitor of any claim or Tenant Indemnified Party (in each case, the “Indemnitee”) receives notice of the commencement of any claimaction, action administrative or legal proceeding (an “Action”) against Indemnitee with respect or investigation as to which indemnification is to be sought from the party with the Indemnitor’s 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 the 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 Action1 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, action, proceeding or investigation, with counsel reasonably satisfactory to the Indemnitee; provided, however, that such Indemnitee shall have the right to participate be represented by advisory counsel of its own selection and at its own expense in the defense of expense; and provided, further, that if any such Action. If Indemnitor shall not have employed counsel to have charge of the defense of any such Action following the notice and direction specified aboveclaim, action, proceeding, or if investigation involves both Indemnitor and an Indemnitee, and such Indemnitee shall have reasonably concluded that there may be legal defenses available to Indemnitee it which are different from from, additional to, or additional to inconsistent with 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)Indemnitor, then the Indemnitee shall have the right to retain select separate counsel to participate in the investigation and defense of and response to such claim, action, proceeding or investigation on its own counsel and all reasonable resulting legal and other expenses incurred by Indemnitee shall be borne by behalf at Indemnitor, provided, that no Indemnitee shall settle ’s expense. (b) If any claim, action action, proceeding, or proceeding 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, however, that after any such failure by Indemnitor no such contest need be made by such Indemnitee and settlement or full payment of any claim may be made by such Indemnitee without the prior written Indemnitor’s consent of Indemnitor, and without releasing Indemnitor from any obligations to such consent not to be unreasonably withheld or delayedIndemnitee under this Indemnity.

Indemnity Procedure. If an Indemnified Party or Tenant Indemnified Party (in each case, the “Indemnitee”) receives notice of any claim, action or proceeding (an “Action”) against Indemnitee with respect to which indemnification is to be sought from the party with the obligation to indemnify (the “Indemnitor”) under this Section 11.C, The Indemnitee shall promptly notify Tenant or Landlordthe Indemnitor of any event in respect of which the Indemnitee intends to claim indemnification, as indemnitor and as applicable (in such capacity, “Indemnitor”) of the 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, Indemnitor shall have the right to participate at its own expense in in, and, to the extent the Indemnitor so desires, to assume the defense of any such Action. If Indemnitor shall not have employed thereof with counsel to have charge of selected by the defense of any such Action following the notice and direction specified aboveIndemnitor; provided, or if Indemnitee shall have reasonably concluded however, 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), the Indemnitee shall have the right to retain its own counsel counsel, with the fees and all reasonable resulting legal and other expenses incurred to be paid by Indemnitee shall be borne by the Indemnitor, providedif representation of the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedings. The indemnity obligations under Section 0 shall not apply to amounts paid in settlement of any loss, that no Indemnitee shall settle any claim, damage, liability or action if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld unreasonably. The failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under Section 0, but the omission so to deliver notice to the Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under Section 0. The Indemnitor may not settle the action or proceeding otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the Indemnitee without the prior express written consent of Indemnitorthe Indemnitee. The Indemnitee, such consent not to be unreasonably withheld its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any action, claim or delayedliability covered by this indemnification.

Indemnity Procedure. If Promptly after receipt by an Indemnified Party or Tenant Indemnified Party (in each case, the “Indemnitee”) receives Person of notice of the commencement of any claimaction (including any governmental action), action or proceeding (an “Action”) against Indemnitee with such Indemnified Person shall, if a Claim in respect to which indemnification thereof is to be sought from made against the party with the obligation to indemnify (the “Indemnitor”) Company under this Section 11.C5, Indemnitee shall promptly notify Tenant or Landlord, as indemnitor and as applicable (in such capacity, “Indemnitor”) deliver to the Company a written notice of the Action in writing. Indemnitee may direct Indemnitor to assume commencement thereof and 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, Indemnitor Company shall have the right to participate at its own expense in in, and, to the defense of any such Action. If Indemnitor shall not have employed counsel extent the Company so desires, to have charge assume control of the defense of any such Action following thereof with counsel selected by the notice and direction specified aboveCompany but reasonably acceptable to the Indemnified Person; provided, or if Indemnitee shall have reasonably concluded however, 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), the Indemnitee an Indemnified Person shall have the right to retain its own counsel with the fees and expenses to be paid by the Company if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnified 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, the Company shall pay for only one separate legal counsel in the aggregate for all Indemnified Persons and all reasonable resulting indemnified persons pursuant to similar indemnification obligations of the Company relating to the repurchase of other shares of Preferred Stock; such legal and other expenses incurred by Indemnitee counsel shall be borne selected by Indemnitorthe holders of a majority in interest of the Preferred Stock on the date hereof. The failure to deliver written notice to the Company within a reasonable time of the commencement of any such action shall not relieve the Company of any liability to the Indemnified Person under this Section 6, providedexcept to the extent that the Company is prejudiced in its ability to defend such action. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, that no Indemnitee shall settle any claimas such expense, action loss, damage or proceeding liability is incurred and is due and payable. No Indemnified Party shall, without the prior written consent of Indemnitorthe Company, such settle, compromise or pay any Claim or consent not to be unreasonably withheld or delayedthe entry of judgment with respect thereto.

Indemnity Procedure. If an Indemnified Party (a) Any party seeking indemnity pursuant to this Agreement ("Indemnitee") shall notify the party from whom indemnification is sought ("Indemnitor") in writing of the existence of any loss, cost, expense, liability or Tenant Indemnified Party damage asserted, or any action commenced, against the Indemnitee ("Adverse Claim") in each caserespect of which indemnity properly may be sought against the Indemnitor pursuant to this Agreement. (b) Except as set forth below, the “Indemnitee”Indemnitor shall have the right, exercisable by written notice to the Indemnitee within thirty (30) receives notice days of any claimreceipt of the aforesaid notice, action to conduct the defense of, or proceeding (an “Action”) against Indemnitee the negotiations for settlement with respect to, the Adverse Claim, in good faith and at Indemnitor's own expense, and the Indemnitor agrees to which indemnification is to be sought from reimburse the 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 the Action in writing. Indemnitee may direct Indemnitor to assume the defense of the Action and to pay all for any reasonable costs and expenses it incurred as a result thereofof such Adverse Claim. If the Indemnitor has given the Indemnitee such notice with respect to an Adverse claim, the Indemnitee shall not have directed Indemnitor to assume the defense of the Action, Indemnitor shall nevertheless have the right to participate at its own expense in the defense or settlement thereof, but such participation shall be solely at the expense of any the Indemnitee, without a right of further reimbursement for the expense of such Actionparticipation. If the Indemnitor shall does not have employed counsel notify the Indemnitee in writing (within the time frame hereinabove provided) of Indemnitor's election to have charge of conduct the defense of any such Action following the notice and direction specified above, or 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)an Adverse Claim, the Indemnitee shall have the right to retain its own counsel and all reasonable resulting legal and other expenses incurred by Indemnitee shall be borne by Indemnitor, provided, that no Indemnitee shall settle any claim, action or proceeding without the prior written consent of Indemnitor, such consent not to be unreasonably withheld or delayed.may (but need not) conduct the

Indemnity Procedure. If an Indemnified Party or Tenant Indemnified Party (in each case, the “Indemnitee”) receives Promptly after receipt by a party hereto of notice of the commencement of any claimaction, action proceeding, or proceeding investigation in respect of which indemnity may be sought as provided above, such party (an “Action”and its directors, officers, employees, Affiliates, successors and assigns) against Indemnitee with respect to which (the "Indemnitee") shall notify the party from whom indemnification is to be sought from the party with the obligation to indemnify claimed (the “"Indemnitor”) under this Section 11.C, Indemnitee "). The Indemnitor shall promptly notify Tenant or Landlord, as indemnitor and as applicable (in such capacity, “Indemnitor”) of the Action in writing. Indemnitee may direct Indemnitor to assume the defense of the Action Indemnitee with counsel reasonably satisfactory to such Indemnitee, and to pay all reasonable costs the fees and expenses incurred as a result thereof. If Indemnitee of such counsel shall not have directed Indemnitor to assume be at the defense sole cost and expense of the Action, Indemnitor. The Indemnitee will cooperate with the Indemnitor shall have the right to participate at its own expense in the defense of any such Action. If Indemnitor shall not have employed counsel to have charge of the defense of any such Action following the notice and direction specified aboveaction, proceeding, or investigation for which the Indemnitor assumes the defense, provided, however, that if the defendants in any action include both the Indemnitee shall have reasonably concluded that and the Indemnitor and there may be defenses available to Indemnitee is a conflict of interests which are different would prevent counsel for the Indemnitor 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 also representing the Indemnitee), the Indemnitee shall have the right to retain select one separate counsel to participate in the defense of such action on behalf of such Indemnitee. The Indemnitor shall not be liable for the settlement by the Indemnitee of any action, proceeding, or investigation effected without its own counsel and all reasonable resulting legal and other expenses incurred by Indemnitee consent, which consent shall not be borne by Indemnitorunreasonably withheld. The Indemnitor shall not enter into any settlement in any action, providedsuit, that no Indemnitee shall settle any claim, action or proceeding without to which the prior written consent Indemnitee is a party, unless such settlement includes a general and unconditional release of Indemnitor, such consent not to be unreasonably withheld or delayedthe Indemnitee from all claims with no payment by the Indemnitee of consideration nor incurrence of any obligation.