Tenant Indemnitee means any corporation, individual or other entity (a) of which Tenant is a direct or indirect subsidiary of any tier, or that directly or indirectly controls Tenant, (b) that is a direct or indirect subsidiary of any tier of Tenant, or (c) that is under direct or indirect common control with Tenant.
In case any action or proceeding is brought against any Tenant Indemnitee by reason of any such claim, Landlord, upon written notice from Tenant, shall at Landlords expense resist or defend such action or proceeding by counsel approved by Tenant in writing, which approval Tenant agrees not to unreasonably withhold.
Landlord agrees to indemnify, defend and hold the Tenant Indemnitees harmless from and against any Claims for a brokerage, finder or other commission or fee in connection with this Lease asserted against any Tenant Indemnitee by Broker or C&W.
If any such Claim is asserted against any Tenant Indemnitee, Tenant will promptly notify Landlord thereof and that such Tenant Indemnitee is entitled to indemnifications and Landlord, upon notice form Tenant, shall defend such Claim at Landlord's expense with counsel reasonable satisfactory to Tenant Provided that Landlord complies with the requirements of this Section, Landlord shall not be liable for the fees of any separate counsel retained by any Tenant Indemnitee.
Landlord shall promptly advise Tenant in writing of any action, administrative or legal proceeding or investigation as to which this indemnification may apply, and Landlord, at Landlord's expense, shall assume on behalf of Tenant (and the other Tenant Indemnitees) and conduct with due diligence and in good faith the defense thereof; provided, however, that any Tenant Indemnitee shall have the right, at its option, to be represented therein by advisory counsel of its own selection and at its own expense.
This provision shall not be construed to exculpate any Tenant Indemnitee, or to make Landlord responsible for, any loss, damage, liability, cost, claim or expense to the extent resulting from or caused by the negligence of any such Tenant Indemnitee.