Common use of Indemnifying Procedures Clause in Contracts

Indemnifying Procedures. (a) Upon receipt by an Advisor Parent Indemnified Party or a GNL Indemnified Party, as the case may be (the “Indemnified Party”), of notice or information from a Third Party of any action, suit, proceeding, claim, demand or assessment against such Indemnified Party that could reasonably be expected to give rise to a claim for Losses under this Article 7 (a “Third Party Claim”), the Indemnified Party shall, as quickly as is practicable (but in any event within thirty (30) days after becoming aware of an indemnification claim) and by the most expeditious means available (promptly confirmed in writing), deliver notice thereof to GNL and the Surviving Entities, on the one hand, or Advisor Parent, on the other hand, as the case may be (the “Indemnifying Party”), indicating with reasonable particularity the nature of such Third Party Claim, the basis therefor and such additional relevant information in the Indemnified Party’s possession that the Indemnifying Party may reasonably request; provided, however, that failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party will have thirty (30) days after its receipt of such notice of a Third Party Claim (the “Notice Period”) to notify the Indemnified Party whether or not it desires, at the cost and expense of the Indemnifying Party, to defend the Indemnified Party with respect to such Third Party Claim; provided, however, that any Indemnified Party is hereby authorized, but is not obligated, prior to and during the Notice Period, to file any motion, answer or other pleading that it reasonably shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against the Third Party Claim, the Indemnifying Party will have the right to control the defense of such matter by all appropriate proceedings and with counsel of its own choosing and at its sole cost and expense; provided that the Indemnifying Party shall not have the right to control the defense of any matter that (i) arises in connection with a criminal Action or seeks an injunction or other equitable relief against the Indemnified Party, (ii) would reasonably be likely to result in Losses that are greater than 150% of the amount in respect of which the Indemnifying Party could be obligated to provide indemnification under this Agreement in respect of the applicable Third Party Claim. If the Indemnifying Party fails to respond to the Indemnified Party within the Notice Period, elects not to defend the Third Party Claim, or after electing to defend fails to timely commence or reasonably pursue such defense, in each case, without curing such failure within thirty (30) days of receiving notice of such failure from the Indemnified Party, then the Indemnified Party shall have the right, but not the obligation, to undertake or continue the defense of, and to compromise or settle, the matter all on behalf, for the account, and at the risk, of the Indemnifying Party; provided, however, that any such compromise or settlement (i) consists solely of money damages to be borne by the Indemnifying Party (subject to the limitations set forth in this Article 7), and (ii) contains as an unconditional term thereof a full and complete release of the Indemnifying Party and the Indemnified Party by the Third Party. If the Indemnifying Party has assumed the defense of a Third Party Claim, (i) it shall reasonably proceed with such defense and promptly notify the Indemnified Party if it proposes to compromise or settle such Third Party Claim for the account, or at the risk, of the Indemnifying Party and (ii) it shall have the right to compromise or settle such Third Party Claim (A) without the prior consent of the Indemnified Party so long as such compromise or settlement (x) consists solely of money damages to be borne by the Indemnifying Party and (y) contains a full and complete release of the Indemnified Party by the Third Party or (B) in any other case, subject to the consent of the Indemnified Party, such consent to not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party has assumed the defense of a Third Party Claim, the Indemnified Party shall have the right to participate in the defense with counsel selected by it at its own cost and expense (unless there exists a material conflict of interest with the Indemnifying Party controlling the defense which, as advised in writing by counsel to the Indemnified Party, necessitates separate counsel for effective representation), and its counsel shall reasonably cooperate with the Indemnifying Party and its counsel; provided, however, that the foregoing shall not prevent the Indemnified Party from taking the position that it is entitled to indemnification hereunder.

Indemnifying Procedures. (a) Upon receipt by an Advisor Parent Indemnified Party If any lawsuit or a GNL enforcement action is filed against any party entitled to the benefit of indemnity hereunder (the "Indemnified Party"), as written notice thereof shall be given to the case may be party obligated to provide indemnification hereunder (the “Indemnified "Indemnifying Party”)") as promptly as practicable. After such notice, of notice or information from a Third if the Indemnifying Party of any action, suit, proceeding, claim, demand or assessment against shall acknowledge in writing to such Indemnified Party that could reasonably be expected this Agreement applies with respect to give rise to a claim for Losses under this Article 7 (a “Third Party Claim”)such lawsuit or action, the Indemnified Party shall, as quickly as is practicable (but in any event within thirty (30) days after becoming aware of an indemnification claim) and by the most expeditious means available (promptly confirmed in writing), deliver notice thereof to GNL and the Surviving Entities, on the one hand, or Advisor Parent, on the other hand, as the case may be (the “Indemnifying Party”), indicating with reasonable particularity the nature of such Third Party Claim, the basis therefor and such additional relevant information in the Indemnified Party’s possession that then the Indemnifying Party may reasonably requestshall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's cost, risk and expense; and such Indemnified Party shall upon request of the Indemnifying Party, cooperate in all reasonable respects, at the Indemnifying Party's cost and expense, with the Indemnifying Party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that failure to give the Indemnified Party may, at its own cost, participate in such notice shall not affect investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. No settlement of a claim, investigation, suit, or other proceeding that involves a remedy other than the indemnification provided hereunder except to the extent payment of money by the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party will have thirty (30) days after its receipt of such notice of a Third Party Claim (the “Notice Period”) to notify the Indemnified Party whether or not it desires, at the cost and expense of the Indemnifying Party, to defend the Indemnified Party with respect to such Third Party Claim; provided, however, that any Indemnified Party is hereby authorized, but is not obligated, prior to and during the Notice Period, to file any motion, answer or other pleading that it reasonably shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against the Third Party Claim, the Indemnifying Party will have the right to control the defense of such matter by all appropriate proceedings and with counsel of its own choosing and at its sole cost and expense; provided that the Indemnifying Party shall not have the right to control the defense of any matter that (i) arises in connection with a criminal Action or seeks an injunction or other equitable relief against the Indemnified Party, (ii) would reasonably be likely to result in Losses that are greater than 150% of the amount in respect of which the Indemnifying Party could be obligated to provide indemnification under this Agreement in respect of the applicable Third Party Claim. If the Indemnifying Party fails to respond to the Indemnified Party within the Notice Period, elects not to defend the Third Party Claim, or after electing to defend fails to timely commence or reasonably pursue such defense, in each case, entered into without curing such failure within thirty (30) days of receiving notice of such failure from the Indemnified Party, then the Indemnified Party shall have the right, but not the obligation, to undertake or continue the defense of, and to compromise or settle, the matter all on behalf, for the account, and at the risk, of the Indemnifying Party; provided, however, that any such compromise or settlement (i) consists solely of money damages to be borne by the Indemnifying Party (subject to the limitations set forth in this Article 7), and (ii) contains as an unconditional term thereof a full and complete release of the Indemnifying Party and the Indemnified Party by the Third Party. If the Indemnifying Party has assumed the defense of a Third Party Claim, (i) it shall reasonably proceed with such defense and promptly notify the Indemnified Party if it proposes to compromise or settle such Third Party Claim for the account, or at the risk, of the Indemnifying Party and (ii) it shall have the right to compromise or settle such Third Party Claim (A) without the prior consent of the Indemnified Party so long as such compromise or settlement (x) consists solely of money damages to be borne by the Indemnifying Party and (y) contains a full and complete release of the Indemnified Party by the Third Party or (B) in any other case, subject to the consent of the Indemnified Party, such which consent to will not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party has assumed the defense of a Third Party Claim, the Indemnified Party ; provided that EVRI shall have the right to participate in settle an infringement claim without the defense with counsel selected by it at its own cost and expense (unless there exists a material conflict Bank's consent, but without prejudice to or dilution of interest with the Indemnifying Party controlling the defense which, as advised in writing by counsel to the Indemnified Party, necessitates separate counsel for effective representation), and its counsel shall reasonably cooperate with the Indemnifying Party and its counsel; provided, however, that the foregoing shall not prevent the Indemnified Party from taking the position that it is entitled Bank's right to indemnification hereunderunder this Article VIII.

Indemnifying Procedures. (a) Upon receipt by an Advisor Parent a Contributor Indemnified Party or a GNL Contributee Indemnified Party, as the case may be (the “Indemnified Party”), of notice or information from a Third Party of any action, suit, proceeding, claim, demand or assessment against such Indemnified Party that could reasonably be expected to might give rise to a claim for Losses under this Article 7 (a “Third Party Claim”)ARTICLE 7, the Indemnified Party shall, as quickly as is practicable (but in any event within thirty (30) days after becoming aware of an indemnification claim) and by the most expeditious means available (shall promptly confirmed in writing), deliver give written notice thereof to GNL and the Surviving EntitiesContributee, on the one hand, or Advisor ParentContributor, on the other hand, as the case may be (the “Indemnifying Party”), indicating with in reasonable particularity detail the nature of such Third Party Claim, claim and the basis therefor therefor, including (i) a copy of all papers served with respect to any such action, and such additional relevant information in (ii) the Indemnified Party’s possession best estimate of the amount of Losses that the Indemnifying Party may reasonably requestarise from any such action; provided, however, that failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party will have thirty (30) days after its receipt of such notice of a Third Party Claim is given (the “Notice Period”) to notify the Indemnified Party (i) whether or not it disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand, and (ii) whether or not it desires, at the cost and expense of the Indemnifying Party, to defend the Indemnified Party with respect to such the Third Party Claimclaim; provided, however, that that, upon notice thereof to the Indemnifying Party, any Indemnified Party is hereby authorized, but is not obligated, prior to and during the Notice Period, to file any motion, answer or other pleading that it reasonably shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against the Third Party Claimclaim, the Indemnifying Party will have the right to control the defense of such matter by all appropriate proceedings and with counsel of its own choosing and choosing, at its sole cost and expense, and to compromise or settle such matter; provided provided, however, that the Indemnifying Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to such matter without the prior written consent of the Indemnified Party (which consent shall not have be unreasonably withheld, delayed or conditioned), unless the right terms of such settlement shall contain as an unconditional term thereof a full and complete release of the Indemnified Party by the Third Party. If the Indemnified Party desires to control participate in any such defense, it may do so at its sole cost and expense, and in a manner so as not to unreasonably interfere with the defense of any such matter that (i) arises in connection with a criminal Action or seeks an injunction or other equitable relief against the Indemnified Party, (ii) would reasonably be likely to result in Losses that are greater than 150% of the amount in respect of which by the Indemnifying Party could be obligated to provide indemnification under this Agreement in respect of the applicable Third Party ClaimParty. If the Indemnifying Party fails to respond to the Indemnified Party within the Notice Period, elects not to defend the Third Party ClaimIndemnified Party, or after electing to defend fails to timely commence or reasonably pursue such defense, in each case, without curing such failure within thirty (30) days of receiving notice of such failure from the Indemnified Party, then the Indemnified Party shall have the right, but not the obligation, to undertake or continue the defense of, and to compromise or settlesettle (exercising reasonable business judgment), the matter all on behalf, for the account, and at the risk, of the Indemnifying Partymatter; provided, however, that any such compromise or settlement (i) consists solely of money damages to be borne by the Indemnifying Party (subject and otherwise shall be reasonably satisfactory to the limitations set forth in this Article 7), Indemnifying Party and (ii) contains shall contain as an unconditional term thereof a full and complete release of the Indemnifying Party by the Third Party in form and substance reasonably satisfactory to the Indemnifying Party. Payments to the Indemnified Party for Losses for Third Party claims which are otherwise covered by the Third Partyindemnification obligations herein shall not be required except to the extent that the Indemnified Party has expended or simultaneously with such payment will expend, out-of-pocket sums. If the Indemnifying Party has assumed the defense of a Third Party Claimclaim, (i) it shall reasonably proceed with such defense and promptly notify the Indemnified Party if it proposes to compromise or settle such Third Party Claim for the account, or at the risk, of the Indemnifying Party and (ii) it shall have the right to compromise or settle such Third Party Claim (A) without the prior consent of the Indemnified Party so long as such compromise or settlement (x) consists solely of money damages to be borne by the Indemnifying Party and (y) contains a full and complete release of the Indemnified Party by the Third Party or (B) claim in accordance with this Section 8.3. In any other case, subject to the consent of the Indemnified Party, such consent to not be unreasonably withheld, delayed or conditioned. If event in which the Indemnifying Party has assumed the defense of a Third Party Claimclaim, the Indemnified Party shall have the right to participate in the defense with counsel selected by it at its own cost and expense (unless there exists a material conflict of interest with the Indemnifying Party controlling the defense which, as advised in writing by counsel to the Indemnified Party, necessitates separate counsel for effective representation), and its counsel shall reasonably cooperate with the Indemnifying Party and its counsel; provided, however, that the foregoing shall not prevent the Indemnified Party from taking the position that it is entitled to indemnification hereunder.

Indemnifying Procedures. (a) Upon receipt by an Advisor Parent a Seller Indemnified Party or a GNL Purchaser Indemnified Party, as the case may be (the “Indemnified Party”), of notice or information from a Third Party of any action, suit, proceeding, claim, demand or assessment against such Indemnified Party that could reasonably be expected to might give rise to a claim for Losses under this Article 7 (a “Third Party Claim”)ARTICLE IX, the Indemnified Party shall, as quickly as is practicable (but in any event within thirty (30) days after becoming aware of an indemnification claim) and by the most expeditious means available (shall promptly confirmed in writing), deliver give written notice thereof to GNL and the Surviving EntitiesPurchaser, on the one hand, or Advisor ParentNAP and Seller, on the other hand, as the case may be (the “Indemnifying Party”), indicating with reasonable particularity the nature of such Third Party Claim, claim and the basis therefor and such additional relevant information in the Indemnified Party’s possession that the Indemnifying Party may reasonably requesttherefor; provided, however, that failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party will have thirty ten (3010) days after its receipt of such notice of a Third Party Claim is given (the “Notice Period”) to notify the Indemnified Party (i) whether or not it disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand, and (ii) whether or not it desires, at the cost and expense of the Indemnifying Party, to defend the Indemnified Party with respect to such the Third Party Claimclaim; provided, however, that any Indemnified Party is hereby authorized, but is not obligated, prior to and during the Notice Period, to file any motion, answer or other pleading that it reasonably shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against the Third Party Claimclaim, the Indemnifying Party will have the right to control the defense of such matter by all appropriate proceedings and with counsel of its own choosing and at its sole cost and expense; provided that . If the Indemnifying Indemnified Party shall desires to participate in any such defense, it may do so at its sole cost and expense, and in a manner so as not have the right to control unreasonably interfere with the defense of any such matter that (i) arises in connection with a criminal Action or seeks an injunction or other equitable relief against the Indemnified Party, (ii) would reasonably be likely to result in Losses that are greater than 150% of the amount in respect of which by the Indemnifying Party could be obligated to provide indemnification under this Agreement in respect of the applicable Third Party ClaimParty. If the Indemnifying Party fails to respond to the Indemnified Party within the Notice Period, elects not to defend the Third Party ClaimIndemnified Party, or after electing to defend fails to timely commence or reasonably pursue such defense, in each case, without curing such failure within thirty (30) days of receiving notice of such failure from the Indemnified Party, then the Indemnified Party shall have the right, but not the obligation, to undertake or continue the defense of, and to compromise or settlesettle (exercising reasonable business judgment), the matter all on behalf, for the account, account and at the risk, risk of the Indemnifying Party; provided, however, that any such compromise or settlement (i) consists solely of money damages to be borne by the Indemnifying Party (subject and otherwise shall be reasonably satisfactory to the limitations set forth in this Article 7), Indemnifying Party and (ii) contains shall contain as an unconditional term thereof a full and complete release of the Indemnifying Party by the Third Party in form and substance reasonably satisfactory to the Indemnifying Party. Payments to the Indemnified Party for Losses for Third Party claims which are otherwise covered by the Third Partyindemnification obligations herein shall not be required except to the extent that the Indemnified Party has expended or simultaneously with such payment will expend, out-of-pocket sums. If the Indemnifying Party has assumed the defense of a Third Party Claimclaim, (i) it shall reasonably proceed with such defense and promptly notify the Indemnified Party if it proposes to compromise or settle such Third Party Claim claim for the account, or account and at the risk, risk of the Indemnifying Party and (ii) it shall have the right to compromise or settle such Third Party Claim (A) without the prior consent of the Indemnified Party so long as such compromise or settlement (x) consists solely of money damages to be borne by the Indemnifying Party and (y) contains a full and complete release of the Indemnified Party by the Third Party or (B) in accordance with this Section 9.3. In any other case, subject to the consent of the Indemnified Party, such consent to not be unreasonably withheld, delayed or conditioned. If event in which the Indemnifying Party has assumed the defense of a Third Party Claimclaim, the Indemnified Party shall have the right to participate in the defense with counsel selected by it at its own cost and expense (unless there exists a material conflict of interest with the Indemnifying Party controlling the defense which, as advised in writing by counsel to the Indemnified Party, necessitates separate counsel for effective representation), and its counsel shall reasonably cooperate with the Indemnifying Party and its counsel; provided, however, that the foregoing shall not prevent the Indemnified Party from taking the position that it is entitled to indemnification hereunder.

Indemnifying Procedures. (a) Upon receipt by an Advisor Parent a Contributor Indemnified Party or a GNL Contributee Indemnified Party, as the case may be (the “Indemnified Party”), of notice or information from a Third Party of any action, suit, proceeding, claim, demand or assessment against such Indemnified Party that could reasonably be expected to might give rise to a claim for Losses under this Article 7 (a “Third Party Claim”)7, the Indemnified Party shall, as quickly as is practicable (but in any event within thirty (30) days after becoming aware of an indemnification claim) and by the most expeditious means available (shall promptly confirmed in writing), deliver give written notice thereof to GNL and the Surviving EntitiesContributee, on the one hand, or Advisor Parentthe Contributor, on the other hand, as the case may be (the “Indemnifying Party”), indicating with reasonable particularity the nature of such Third Party Claim, claim and the basis therefor and such additional relevant information in the Indemnified Party’s possession that the Indemnifying Party may reasonably requesttherefor; provided, however, that failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party will have thirty (30) days after its receipt of such notice of a Third Party Claim is given (the “Notice Period”) to notify the Indemnified Party (i) whether or not it disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand, and (ii) whether or not it desires, at the cost and expense of the Indemnifying Party, to defend the Indemnified Party with respect to such the Third Party Claimclaim; provided, however, that any Indemnified Party is hereby authorized, but is not obligated, prior to and during the Notice Period, to file any motion, answer or other pleading that it reasonably shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against the Third Party Claimclaim, the Indemnifying Party will have the right to control the defense of such matter by all appropriate proceedings and with counsel of its own choosing and at its sole cost and expense; provided that . If the Indemnifying Indemnified Party shall desires to participate in any such defense, it may do so at its sole cost and expense, and in a manner so as not have the right to control unreasonably interfere with the defense of any such matter that (i) arises in connection with a criminal Action or seeks an injunction or other equitable relief against the Indemnified Party, (ii) would reasonably be likely to result in Losses that are greater than 150% of the amount in respect of which by the Indemnifying Party could be obligated to provide indemnification under this Agreement in respect of the applicable Third Party ClaimParty. If the Indemnifying Party fails to respond to the Indemnified Party within the Notice Period, elects not to defend the Third Party ClaimIndemnified Party, or after electing to defend fails to timely commence or reasonably pursue such defense, in each case, without curing such failure within thirty (30) days of receiving notice of such failure from the Indemnified Party, then the Indemnified Party shall have the right, but not the obligation, to undertake or continue the defense of, and to compromise or settlesettle (exercising reasonable business judgment), the matter all on behalf, for the account, and at the risk, of the Indemnifying Party; provided, however, that any such compromise or settlement (i) consists solely of money damages to be borne by the Indemnifying Party (subject and otherwise shall be reasonably satisfactory to the limitations set forth in this Article 7), Indemnifying Party and (ii) contains shall contain as an unconditional term thereof a full and complete release of the Indemnifying Party by the Third Party in form and substance reasonably satisfactory to the Indemnifying Party. Payments to the Indemnified Party for Losses for Third Party claims which are otherwise covered by the Third Partyindemnification obligations herein shall not be required except to the extent that the Indemnified Party has expended or simultaneously with such payment will expend, out-of-pocket sums. If the Indemnifying Party has assumed the defense of a Third Party Claimclaim, (i) it shall reasonably proceed with such defense and promptly notify the Indemnified Party if it proposes to compromise or settle such Third Party Claim claim for the account, or and at the risk, of the Indemnifying Party and (ii) it shall have the right to compromise or settle such Third Party Claim (A) without the prior consent of the Indemnified Party so long as such compromise or settlement (x) consists solely of money damages to be borne by the Indemnifying Party and (y) contains a full and complete release of the Indemnified Party by the Third Party or (B) in accordance with this Section 7.3. In any other case, subject to the consent of the Indemnified Party, such consent to not be unreasonably withheld, delayed or conditioned. If event in which the Indemnifying Party has assumed the defense of a Third Party Claimclaim, the Indemnified Party shall have the right to participate in the defense with counsel selected by it at its own cost and expense (unless there exists a material conflict of interest with the Indemnifying Party controlling the defense which, as advised in writing by counsel to the Indemnified Party, necessitates separate counsel for effective representation), and its counsel shall reasonably cooperate with the Indemnifying Party and its counsel; provided, however, that the foregoing shall not prevent the Indemnified Party from taking the position that it is entitled to indemnification hereunder.

Indemnifying Procedures. (a) Upon receipt by an Advisor Parent a Group LLC Indemnified Party or a GNL GREC LLC Indemnified Party, Party (as the case may be (be, the “Indemnified Party”), ) of notice or information from a Third Party of any action, suit, proceeding, claim, demand demand, or assessment against such Indemnified Party that could reasonably be expected to might give rise to a claim for Losses under this Article 7 (a “Third Party Claim”)VI, the Indemnified Party shall, as quickly as is practicable (but in any event within thirty (30) days after becoming aware of an indemnification claim) and by the most expeditious means available (shall promptly confirmed in writing), deliver give written notice thereof to GNL and the Surviving EntitiesGREC LLC, on the one hand, or Advisor ParentGroup LLC, on the other hand, hand (as the case may be (be, the “Indemnifying Party”), indicating with reasonable particularity the nature of such Third Party Claim, claim and the basis therefor and such additional relevant information in the Indemnified Party’s possession that the Indemnifying Party may reasonably requesttherefor; provided, however, that failure to give such notice shall not affect the indemnification obligations provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party will have thirty (30) days after its receipt of such notice of a Third Party Claim is given (the “Notice Period”) to notify the Indemnified Party (i) whether or not it disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand, and (ii) whether or not it desires, at the cost and expense of the Indemnifying Party, to defend the Indemnified Party with respect to such the Third Party Claimclaim; provided, however, that any Indemnified Party is hereby authorized, but is not obligated, prior to and during the Notice Period, to file any motion, answer or other pleading that it reasonably shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against the Third Party Claimclaim, the Indemnifying Party will have the right to control the defense of such matter by all appropriate proceedings and with counsel of its own choosing and at its sole cost and expense; provided that . If the Indemnifying Indemnified Party shall desires to participate in any such defense, it may do so at its sole cost and expense, and in a manner so as not have the right to control unreasonably interfere with the defense of any such matter that (i) arises in connection with a criminal Action or seeks an injunction or other equitable relief against the Indemnified Party, (ii) would reasonably be likely to result in Losses that are greater than 150% of the amount in respect of which by the Indemnifying Party could be obligated to provide indemnification under this Agreement in respect of the applicable Third Party ClaimParty. If the Indemnifying Party fails to respond to the Indemnified Party within the Notice Period, elects not to defend the Third Party ClaimIndemnified Party, or after electing to defend fails to timely commence or reasonably pursue such defense, in each case, without curing such failure within thirty (30) days of receiving notice of such failure from the Indemnified Party, then the Indemnified Party shall have the right, but not the obligation, to undertake or continue the defense of, and to compromise or settlesettle (exercising reasonable business judgment), the matter all on behalf, for the account, and at the risk, of the Indemnifying Party; Party; provided, however, that any such compromise or settlement (i) consists solely of money damages to be borne by the Indemnifying Party (subject and otherwise shall be reasonably satisfactory to the limitations set forth in this Article 7), Indemnifying Party and (ii) contains shall contain as an unconditional term thereof a full and complete release of the Indemnifying Party by the Third Party in form and substance reasonably satisfactory to the Indemnifying Party. Payments to the Indemnified Party for Losses for Third Party claims which are otherwise covered by the Third Partyindemnification obligations herein shall not be required except to the extent that the Indemnified Party has expended or simultaneously with such payment will expend, out-of-pocket sums. If the Indemnifying Party has assumed the defense of a Third Party Claimclaim, (i) it shall reasonably proceed with such defense and promptly notify the Indemnified Party if it proposes to compromise or settle such Third Party Claim claim for the account, or and at the risk, of the Indemnifying Party and (ii) it shall have the right to compromise or settle such Third Party Claim (A) without the prior consent of the Indemnified Party so long as such compromise or settlement (x) consists solely of money damages to be borne by the Indemnifying Party and (y) contains a full and complete release of the Indemnified Party by the Third Party or (B) in accordance with this Section 6.3. In any other case, subject to the consent of the Indemnified Party, such consent to not be unreasonably withheld, delayed or conditioned. If event in which the Indemnifying Party has assumed the defense of a Third Party Claimclaim, the Indemnified Party shall have the right to participate in the defense with counsel selected by it at its own cost and expense (unless there exists a material conflict of interest with the Indemnifying Party controlling the defense which, as advised in writing by counsel to the Indemnified Party, necessitates separate counsel for effective representation), and its counsel shall reasonably cooperate with the Indemnifying Party and its counsel; counsel; provided, however, that the foregoing shall not prevent the Indemnified Party from taking the position that it is entitled to indemnification hereunder.

Indemnifying Procedures. (a) Upon receipt by an Advisor Parent a Contributor Indemnified Party or a GNL Contributee Indemnified Party, as the case may be (the “Indemnified Party”), of notice or information from a Third Party of any action, suit, proceeding, claim, demand or assessment against such Indemnified Party that could reasonably be expected to might give rise to a claim for Losses under this Article 7 (a “Third Party Claim”)7, the Indemnified Party shall, as quickly as is practicable (but in any event within thirty (30) days after becoming aware of an indemnification claim) and by the most expeditious means available (shall promptly confirmed in writing), deliver give written notice thereof to GNL and the Surviving EntitiesContributee, on the one hand, or Advisor ParentXXX, on the other hand, as the case may be (the “Indemnifying Party”), indicating with in reasonable particularity detail the nature of such Third Party Claim, claim and the basis therefor therefor, including (i) a copy of all papers served with respect to any such action, and such additional relevant information in (ii) the Indemnified Party’s possession best estimate of the amount of Losses that the Indemnifying Party may reasonably requestarise from any such action; provided, however, that failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party will have thirty (30) days after its receipt of such notice of a Third Party Claim is given (the “Notice Period”) to notify the Indemnified Party (i) whether or not it disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand, and (ii) whether or not it desires, at the cost and expense of the Indemnifying Party, to defend the Indemnified Party with respect to such the Third Party Claimclaim; provided, however, that that, upon notice thereof to the Indemnifying Party, any Indemnified Party is hereby authorized, but is not obligated, prior to and during the Notice Period, to file any motion, answer or other pleading that it reasonably shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against the Third Party Claimclaim, the Indemnifying Party will have the right to control the defense of such matter by all appropriate proceedings and with counsel of its own choosing and choosing, at its sole cost and expense, and to compromise or settle such matter; provided provided, however, that the Indemnifying Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to such matter without the prior written consent of the Indemnified Party (which consent shall not have be unreasonably withheld, delayed or conditioned), unless the right terms of such settlement shall contain as an unconditional term thereof a full and complete release of the Indemnified Party by the Third Party. If the Indemnified Party desires to control participate in any such defense, it may do so at its sole cost and expense, and in a manner so as not to unreasonably interfere with the defense of any such matter that (i) arises in connection with a criminal Action or seeks an injunction or other equitable relief against the Indemnified Party, (ii) would reasonably be likely to result in Losses that are greater than 150% of the amount in respect of which by the Indemnifying Party could be obligated to provide indemnification under this Agreement in respect of the applicable Third Party ClaimParty. If the Indemnifying Party fails to respond to the Indemnified Party within the Notice Period, elects not to defend the Third Party ClaimIndemnified Party, or after electing to defend fails to timely commence or reasonably pursue such defense, in each case, without curing such failure within thirty (30) days of receiving notice of such failure from the Indemnified Party, then the Indemnified Party shall have the right, but not the obligation, to undertake or continue the defense of, and to compromise or settlesettle (exercising reasonable business judgment), the matter all on behalf, for the account, and at the risk, of the Indemnifying Partymatter; provided, however, that any such compromise or settlement (i) consists solely of money damages to be borne by the Indemnifying Party (subject and otherwise shall be reasonably satisfactory to the limitations set forth in this Article 7), Indemnifying Party and (ii) contains shall contain as an unconditional term thereof a full and complete release of the Indemnifying Party by the Third Party in form and substance reasonably satisfactory to the Indemnifying Party. Payments to the Indemnified Party for Losses for Third Party claims which are otherwise covered by the Third Partyindemnification obligations herein shall not be required except to the extent that the Indemnified Party has expended or simultaneously with such payment will expend, out-of-pocket sums. If the Indemnifying Party has assumed the defense of a Third Party Claimclaim, (i) it shall reasonably proceed with such defense and promptly notify the Indemnified Party if it proposes to compromise or settle such Third Party Claim for the account, or at the risk, of the Indemnifying Party and (ii) it shall have the right to compromise or settle such Third Party Claim (A) without the prior consent of the Indemnified Party so long as such compromise or settlement (x) consists solely of money damages to be borne by the Indemnifying Party and (y) contains a full and complete release of the Indemnified Party by the Third Party or (B) claim in accordance with this Section 7.3. In any other case, subject to the consent of the Indemnified Party, such consent to not be unreasonably withheld, delayed or conditioned. If event in which the Indemnifying Party has assumed the defense of a Third Party Claimclaim, the Indemnified Party shall have the right to participate in the defense with counsel selected by it at its own cost and expense (unless there exists a material conflict of interest with the Indemnifying Party controlling the defense which, as advised in writing by counsel to the Indemnified Party, necessitates separate counsel for effective representation), and its counsel shall reasonably cooperate with the Indemnifying Party and its counsel; provided, however, that the foregoing shall not prevent the Indemnified Party from taking the position that it is entitled to indemnification hereunder.

Indemnifying Procedures. (a) Upon receipt by an Advisor Parent a Contributor Indemnified Party or a GNL Contributee Indemnified Party, as the case may be (the “Indemnified Party”), of notice or information from a Third Party of any action, suit, proceeding, claim, demand or assessment against such Indemnified Party that could reasonably be expected to might give rise to a claim for Losses under this Article 7 (a “Third Party Claim”)7, the Indemnified Party shall, as quickly as is practicable (but in any event within thirty (30) days after becoming aware of an indemnification claim) and by the most expeditious means available (shall promptly confirmed in writing), deliver give written notice thereof to GNL and the Surviving EntitiesContributee, on the one hand, or Advisor ParentGCC, on the other hand, as the case may be (the “Indemnifying Party”), indicating with reasonable particularity the nature of such Third Party Claim, claim and the basis therefor and such additional relevant information in the Indemnified Party’s possession that the Indemnifying Party may reasonably requesttherefor; provided, however, that failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party will have thirty (30) days after its receipt of such notice of a Third Party Claim is given (the “Notice Period”) to notify the Indemnified Party (i) whether or not it disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand, and (ii) whether or not it desires, at the cost and expense of the Indemnifying Party, to defend the Indemnified Party with respect to such the Third Party Claimclaim; provided, however, that any Indemnified Party is hereby authorized, but is not obligated, prior to and during the Notice Period, to file any motion, answer or other pleading that it reasonably shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against the Third Party Claimclaim, the Indemnifying Party will have the right to control the defense of such matter by all appropriate proceedings and with counsel of its own choosing and at its sole cost and expense; provided that . If the Indemnifying Indemnified Party shall desires to participate in any such defense, it may do so at its sole cost and expense, and in a manner so as not have the right to control unreasonably interfere with the defense of any such matter that (i) arises in connection with a criminal Action or seeks an injunction or other equitable relief against the Indemnified Party, (ii) would reasonably be likely to result in Losses that are greater than 150% of the amount in respect of which by the Indemnifying Party could be obligated to provide indemnification under this Agreement in respect of the applicable Third Party ClaimParty. If the Indemnifying Party fails to respond to the Indemnified Party within the Notice Period, elects not to defend the Third Party ClaimIndemnified Party, or after electing to defend fails to timely commence or reasonably pursue such defense, in each case, without curing such failure within thirty (30) days of receiving notice of such failure from the Indemnified Party, then the Indemnified Party shall have the right, but not the obligation, to undertake or continue the defense of, and to compromise or settlesettle (exercising reasonable business judgment), the matter all on behalf, for the account, and at the risk, of the Indemnifying Party; provided, however, that any such compromise or settlement (i) consists solely of money damages to be borne by the Indemnifying Party (subject and otherwise shall be reasonably satisfactory to the limitations set forth in this Article 7), Indemnifying Party and (ii) contains shall contain as an unconditional term thereof a full and complete release of the Indemnifying Party by the Third Party in form and substance reasonably satisfactory to the Indemnifying Party. Payments to the Indemnified Party for Losses for Third Party claims which are otherwise covered by the Third Partyindemnification obligations herein shall not be required except to the extent that the Indemnified Party has expended or simultaneously with such payment will expend, out-of-pocket sums. If the Indemnifying Party has assumed the defense of a Third Party Claimclaim, (i) it shall reasonably proceed with such defense and promptly notify the Indemnified Party if it proposes to compromise or settle such Third Party Claim claim for the account, or and at the risk, of the Indemnifying Party and (ii) it shall have the right to compromise or settle such Third Party Claim (A) without the prior consent of the Indemnified Party so long as such compromise or settlement (x) consists solely of money damages to be borne by the Indemnifying Party and (y) contains a full and complete release of the Indemnified Party by the Third Party or (B) in accordance with this Section 7.3. In any other case, subject to the consent of the Indemnified Party, such consent to not be unreasonably withheld, delayed or conditioned. If event in which the Indemnifying Party has assumed the defense of a Third Party Claimclaim, the Indemnified Party shall have the right to participate in the defense with counsel selected by it at its own cost and expense (unless there exists a material conflict of interest with the Indemnifying Party controlling the defense which, as advised in writing by counsel to the Indemnified Party, necessitates separate counsel for effective representation), and its counsel shall reasonably cooperate with the Indemnifying Party and its counsel; provided, however, that the foregoing shall not prevent the Indemnified Party from taking the position that it is entitled to indemnification hereunder.

Indemnifying Procedures. (a) Upon receipt by an Advisor Parent a Contributor Indemnified Party or a GNL an Indemnified Contributee Party, as the case may be (the “Indemnified Party”), of notice or information from a Third Party of any action, suit, proceeding, claim, demand or assessment against such Indemnified Party that could reasonably be expected to might give rise to a claim for Losses under this Article 7 (a “Third Party Claim”)7, the Indemnified Party shall, as quickly as is practicable (but in any event within thirty (30) days after becoming aware of an indemnification claim) and by the most expeditious means available (shall promptly confirmed in writing), deliver give written notice thereof to GNL and the Surviving EntitiesContributee, on the one hand, or Advisor ParentSSH, on the other hand, as the case may be (the “Indemnifying Party”), indicating with reasonable particularity the nature of such Third Party Claim, claim and the basis therefor and such additional relevant information in the Indemnified Party’s possession that the Indemnifying Party may reasonably requesttherefor; provided, however, that failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnifying Party will have thirty ten (3010) days after its receipt of such notice of a Third Party Claim is given (the “Notice Period”) to notify the Indemnified Party (i) whether or not it disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand, and (ii) whether or not it desires, at the cost and expense of the Indemnifying Party, to defend the Indemnified Party with respect to such the Third Party Claimclaim; provided, however, that any Indemnified Party is hereby authorized, but is not obligated, prior to and during the Notice Period, to file any motion, answer or other pleading that it reasonably shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against the Third Party Claimclaim, the Indemnifying Party will have the right to control the defense of such matter by all appropriate proceedings and with counsel of its own choosing and at its sole cost and expense; provided that . If the Indemnifying Indemnified Party shall desires to participate in any such defense, it may do so at its sole cost and expense, and in a manner so as not have the right to control unreasonably interfere with the defense of any such matter that (i) arises in connection with a criminal Action or seeks an injunction or other equitable relief against the Indemnified Party, (ii) would reasonably be likely to result in Losses that are greater than 150% of the amount in respect of which by the Indemnifying Party could be obligated to provide indemnification under this Agreement in respect of the applicable Third Party ClaimParty. If the Indemnifying Party fails to respond to the Indemnified Party within the Notice Period, elects not to defend the Third Party ClaimIndemnified Party, or after electing to defend fails to timely commence or reasonably pursue such defense, in each case, without curing such failure within thirty (30) days of receiving notice of such failure from the Indemnified Party, then the Indemnified Party shall have the right, but not the obligation, to undertake or continue the defense of, and to compromise or settlesettle (exercising reasonable business judgment), the matter all on behalf, for the account, and at the risk, of the Indemnifying Party; provided, however, that any such compromise or settlement (i) consists solely of money damages to be borne by the Indemnifying Party (subject and otherwise shall be reasonably satisfactory to the limitations set forth in this Article 7), Indemnifying Party and (ii) contains shall contain as an unconditional term thereof a full and complete release of the Indemnifying Party by the Third Party in form and substance reasonably satisfactory to the Indemnifying Party. Payments to the Indemnified Party for Losses for Third Party claims which are otherwise covered by the Third Partyindemnification obligations herein shall not be required except to the extent that the Indemnified Party has expended or simultaneously with such payment will expend, out-of-pocket sums. If the Indemnifying Party has assumed the defense of a Third Party Claimclaim, (i) it shall reasonably proceed with such defense and promptly notify the Indemnified Party if it proposes to compromise or settle such Third Party Claim claim for the account, or and at the risk, of the Indemnifying Party and (ii) it shall have the right to compromise or settle such Third Party Claim (A) without the prior consent of the Indemnified Party so long as such compromise or settlement (x) consists solely of money damages to be borne by the Indemnifying Party and (y) contains a full and complete release of the Indemnified Party by the Third Party or (B) in accordance with this Section 7.3. In any other case, subject to the consent of the Indemnified Party, such consent to not be unreasonably withheld, delayed or conditioned. If event in which the Indemnifying Party has assumed the defense of a Third Party Claimclaim, the Indemnified Party shall have the right to participate in the defense with counsel selected by it at its own cost and expense (unless there exists a material conflict of interest with the Indemnifying Party controlling the defense which, as advised in writing by counsel to the Indemnified Party, necessitates separate counsel for effective representation), and its counsel shall reasonably cooperate with the Indemnifying Party and its counsel; provided, however, that the foregoing shall not prevent the Indemnified Party from taking the position that it is entitled to indemnification hereunder.