Common use of Settlement or Compromise Clause in Contracts

Settlement or Compromise. Any settlement or compromise made or caused ------------------------ to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any claim, suit, action or proceeding shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of such settlement without its prior written consent. The Indemnified Person will give the Indemnifying Person at least thirty (30) days' notice of any proposed settlement or compromise of any claim, suit, action or proceeding it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnifying Person shall be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding and any and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. Notwithstanding the foregoing, Seller shall not enter into any settlement or compromise of any claim, action or proceeding relating to Taxes imposed with respect to the operations of the Company which could effect taxable period(s) of the Company after the Closing Date without consulting Buyer.

Settlement or Compromise. Any settlement or compromise made or caused ------------------------ to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any claim, suit, action or proceeding a Third Party Claim shall also be binding upon on the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such the settlement or compromise; provided, however, that (a) subject to Section 12.7, no obligation, restriction restriction, course of conduct or Loss shall be imposed on the Indemnified Person as a result of such the settlement or compromise without its the prior written consentconsent of such Indemnified Person; and (b) the Indemnifying Person shall not enter into any settlement or compromise without obtaining a duly executed unconditional release of the Indemnified Person from all liability in respect of the Third Party Claim. The Indemnified Person will or the Indemnifying Person, as the case may be, shall give the Indemnifying other Person at least thirty ten (3010) days' ’ prior written notice of any proposed settlement or compromise of any claim, suit, action or proceeding Third Party Claim it is defending, during which time the Indemnifying other Person may reject such the proposed settlement or compromise; provided. If the Indemnified Person is the rejecting party, howeverit shall be obligated to assume the defense of, that from and after such rejectionfull and complete liability and responsibility for, the Third Party Claim and any and all Losses in connection with it in excess of the amount of Losses which the Indemnified Person would have incurred under the proposed settlement or compromise. If the Indemnifying Person is the rejecting party, the Indemnifying Person shall be obligated to assume the defense of of, and full and complete liability and responsibility for such claimfor, suit, action or proceeding the Third Party Claim and any and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. Notwithstanding the foregoing, Seller shall not enter into any settlement or compromise of any claim, action or proceeding relating to Taxes imposed with respect to the operations of the Company which could effect taxable period(s) of the Company after the Closing Date without consulting Buyerit.

Settlement or Compromise. Any Subject to this Section 10.8, any settlement or compromise made or caused ------------------------ to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any claim, suit, action or proceeding Third Party Claim shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (i) any compromise or settlement by the Indemnifying Person of a Third Party Claim constitutes a complete and unconditional release of the Indemnified Person and no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of such settlement or compromise without its prior written consent. The , which consent shall not be unreasonably withheld, and (ii) the Indemnified Person will give not compromise or settle any Third Party Claim without the prior written consent of the Indemnifying Person at least thirty (30) days' notice of any proposed settlement or compromise of any claimPerson, suitwhich consent shall not be unreasonably withheld, action or proceeding it is defendingexcept that no such consent shall be required if, during which time following a written request from the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejectionIndemnified Person, the Indemnifying Person shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such Third Party Claim shall be obligated adversely determined, the Indemnifying Person has an obligation to assume the defense of and full and complete liability and responsibility for provide indemnification hereunder to such claim, suit, action or proceeding and any and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromiseParty. Notwithstanding the foregoing, Seller the Indemnified Person shall have the right to compromise or settle any such Third Party Claim without such consent so long as the Indemnifying Person is not enter into any settlement actually prejudiced by compromise or compromise of any claim, action or proceeding relating to Taxes imposed with respect to the operations of the Company which could effect taxable period(s) of the Company after the Closing Date without consulting Buyersettlement.

Settlement or Compromise. Any settlement or compromise made ------------------------ or caused ------------------------ to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any claim, suit, action or proceeding such Third Party Claim shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) subject to Section 13.7 hereof, no obligation, restriction restriction, course of conduct or Loss shall be imposed on the Indemnified Person or the Business, as the case may be, as a result of such settlement without its the prior written consentconsent of such Indemnified Person; and (b) the Indemnifying Party shall not enter into any such settlement or compromise without obtaining a duly executed unconditional release of the Indemnified Party from all liability in respect of such Third Party Claim. The Indemnified Person will or the Indemnifying Person, as the case may be, shall give the Indemnifying Person other party hereto at least thirty (30) days' days -77- prior written notice of any proposed settlement or compromise of any claim, suit, action or proceeding Third Party Claim it is defending, during which time the Indemnifying Person such other party may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnifying Person such other party shall be obligated to assume the defense of of, and full and complete liability and responsibility for for, such claim, suit, action or proceeding Third Party Claim and any and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. Notwithstanding the foregoing, Seller shall not enter into any settlement or compromise of any claim, action or proceeding relating to Taxes imposed with respect to the operations of the Company which could effect taxable period(s) of the Company after the Closing Date without consulting Buyer.

Settlement or Compromise. Any settlement or compromise made ------------------------ or caused ------------------------ to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any claim, suit, action or proceeding shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of such settlement without its prior written consent. The Indemnified Person will give the Indemnifying Person at least thirty (30) days' notice of any proposed settlement or compromise of any claim, suit, action or proceeding it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnifying Person shall be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding and any and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. Notwithstanding the foregoing, Seller shall not enter into any settlement or compromise of any claim, action or proceeding relating to Taxes imposed with respect to the operations of the Company Telecommunication Subsidiaries which could effect taxable period(s) of the Company any Telecommunication Subsidiary after the Closing Date without consulting Buyer.

Settlement or Compromise. Any settlement or compromise made or caused ------------------------ to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any claim, suit, action or proceeding shall also be binding upon If either the Indemnifying Person or the Indemnified PersonPerson proposes to enter into a settlement or compromise of any Claim, as such Person shall promptly notify the case may be, other Person and such other Person shall have fifteen (15) days from the receipt of such notice within which to either consent or object to said settlement or compromise. A Person failing within such fifteen (15) day period to notify the other in writing of his acceptance of or objection to the same manner settlement or compromise shall be deemed to have consented thereto. Any settlement or compromise of any Claim which has been consented to by both the Indemnifying Person and the Indemnified Person shall be binding on both such Persons (but only inter se) as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that any consent given or deemed to have been given by an Indemnifying Person to a settlement or compromise which an Indemnified Person proposes to enter into shall not be deemed an admission that the Claim was covered by any indemnification obligation under this Article X or otherwise affect the Indemnifying Person's right to assert a defense that the Claim was not subject to any such indemnification obligation. Except as provided herein, in no obligation, restriction event shall an Indemnifying Person settle or Loss shall be imposed on compromise any Claim without the written consent of the Indemnified Person. If the Indemnified Person as a result of such objects to any settlement without its prior written consent. The Indemnified Person will give or compromise to which the Indemnifying Person at least thirty has consented, the Indemnified Person shall immediately assume (30or continue, as the case may be) days' notice and control the entire defense of any proposed settlement or compromise of any claim, suit, action or proceeding it is defending, during which time the Claim and the Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, Person's obligation to indemnify the Indemnifying Indemnified Person shall be obligated limited to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding and any and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person that it would have been obligated to pay under pursuant to the proposed settlement or compromisecompromise to which it had consented. Notwithstanding If the foregoing, Seller shall not enter into Indemnifying Person objects to any settlement or compromise of any claimClaim to which the Indemnified Party has consented, action the Indemnified Person may enter into such settlement or proceeding relating to Taxes imposed with respect to the operations compromise of the Company which could effect taxable period(s) Claim notwithstanding the objection of the Company after Indemnifying Person. In such event, the Closing Date without consulting BuyerIndemnifying Person's obligation to indemnify the Indemnified Person for any such Claim shall be determined in the same manner as any other dispute between the parties hereto under this Agreement.

Settlement or Compromise. Any settlement or compromise made or caused ------------------------ to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 8.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that no obligation, restriction or Loss shall be imposed on the Indemnified Person or the Indemnifying Person (other than obligations arising under this Agreement) as a result of such settlement without its prior written consent, which consent shall not be unreasonably withheld. The Indemnified Person will give the Indemnifying Person at least thirty fifteen (3015) days' notice of any proposed settlement or compromise of any claim, suit, action or proceeding referred to in Section 8.5 that it is defending, during which time the Indemnifying Person may may, on reasonable grounds, reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnifying Person shall be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding and any and all Losses in connection therewith in excess of therewith. Likewise, the amount of unindemnifiable Losses which Indemnifying Person will give the Indemnified Person would have been obligated to pay under the at least fifteen (15) days' notice of any proposed settlement or compromise. Notwithstanding the foregoing, Seller shall not enter into any settlement or compromise of any claim, suit, action or proceeding relating referred to Taxes imposed with respect in Section 8.5 that it is defending, during which time the Indemnified Person may, on reasonable grounds, reject such proposed settlement or compromise; provided, that from and after such rejection, the Indemnified Person shall defend the claim at its expense and the Indemnifying Person's liability shall be limited to the operations amount of the Company which could effect taxable period(s) of the Company after the Closing Date without consulting Buyerproposed settlement or compromise.

Settlement or Compromise. Any settlement or compromise made or caused ------------------------ Except with respect to be made by Tax matters (which for all purposes of this Section 11.07 are subject to Section 6.05), the Petros Pension Plan Litigation (which for all purposes of this Section 11.07 is subject to Section 11.13) and any Cubatão Litigation relating primarily to the Cubatão Business (which for all purposes of this Section 11.07 is subject to Section 11.14), if the Indemnifying Person assumes the defense of any Third Party Claim, the Indemnified Person or the Indemnifying Person, as the case may be, of any claim, suit, action or proceeding shall also be binding upon not settle such Third Party Claim unless the Indemnifying Person or the Indemnified Person, as the case may be, consents in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that no obligation, restriction or Loss shall be imposed on writing. If the Indemnified Person as a result is conducting the defense of any Third Party Claim, the Indemnified Person shall not settle such settlement Third Party Claim without its the prior written consent. The Indemnified Person will give consent of the Indemnifying Person at least thirty (30) days' notice of any proposed settlement such consent not to be unreasonably withheld, conditioned or compromise of any claim, suit, action or proceeding it is defending, during which time the delayed). The Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnifying Person shall be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding and any and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. Notwithstanding the foregoing, Seller shall not enter into any settlement or compromise or consent to the entry of any claim, action or proceeding relating to Taxes imposed judgment with respect to such Third Party Claim without the operations prior written consent of the Company Indemnified Person, except if the proposed settlement, compromise or judgment (i) includes an express, complete and unconditional general release by the Third Party asserting the Third Party Claim of all Indemnified Persons from all Liabilities in respect of such Third Party Claim with prejudice, (ii) does not require any admission or finding of wrongdoing on behalf of any Indemnified Person and (iii) does not impose any injunctive or other equitable remedies or other obligation on any Indemnified Person other than the payment of money damages for which could effect taxable period(s) of each Indemnified Person will be indemnified to the Company after extent provided for hereunder (subject to the Closing Date without consulting Buyerlimitations set forth in this Article XI).

Settlement or Compromise. Any settlement or compromise made or caused ------------------------ to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any claim, suit, action or proceeding a Third Party Claim shall also be binding upon on the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such the settlement or compromise; provided, however, that (a) subject to Section 13.7, no obligation, restriction restriction, course of conduct or Loss shall be imposed on the Indemnified Person or the Business, as the case may be, as a result of such the settlement or compromise without its the prior written consentconsent of such Indemnified Person; and (b) the Indemnifying Person shall not enter into any settlement or compromise without obtaining a duly executed unconditional release of the Indemnified Person from all liability in respect of the Third Party Claim. The Indemnified Person will or the Indemnifying Person, as the case may be, shall give the Indemnifying other Person at least thirty (30) 10 days' prior written notice of any proposed settlement or compromise of any claim, suit, action or proceeding Third Party Claim it is defending, during which time the Indemnifying other Person may reject such the proposed settlement or compromise; provided. If the Indemnified Person is the rejecting party, howeverit shall be obligated to assume the defense of, that from and after such rejectionfull and complete liability and responsibility for, the Third Party Claim and any and all Losses in connection with it in excess of the amount of Losses which the Indemnified Person would have incurred under the proposed settlement or compromise. If the Indemnifying Person is the rejecting party, the Indemnifying Person shall be obligated to assume the defense of of, and full and complete liability and responsibility for such claimfor, suit, action or proceeding the Third Party Claim and any and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. Notwithstanding the foregoing, Seller shall not enter into any settlement or compromise of any claim, action or proceeding relating to Taxes imposed with respect to the operations of the Company which could effect taxable period(s) of the Company after the Closing Date without consulting Buyerit.

Settlement or Compromise. Any settlement or compromise made or caused ------------------------ Except with respect to be made by Tax matters (which for all purposes of this Section 11.07 are subject to Section 6.05), the Petros Pension Plan Litigation (which for all purposes of this Section 11.07 is subject to Section 11.13) and any Cubatão Litigation relating primarily to the Cubatão Business (which for all purposes of this Section 11.07 129 is subject to Section 11.14), if the Indemnifying Person assumes the defense of any Third Party Claim, the Indemnified Person or the Indemnifying Person, as the case may be, of any claim, suit, action or proceeding shall also be binding upon not settle such Third Party Claim unless the Indemnifying Person or the Indemnified Person, as the case may be, consents in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that no obligation, restriction or Loss shall be imposed on writing. If the Indemnified Person as a result is conducting the defense of any Third Party Claim, the Indemnified Person shall not settle such settlement Third Party Claim without its the prior written consent. The Indemnified Person will give consent of the Indemnifying Person at least thirty (30) days' notice of any proposed settlement such consent not to be unreasonably withheld, conditioned or compromise of any claim, suit, action or proceeding it is defending, during which time the delayed). The Indemnifying Person may reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnifying Person shall be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding and any and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. Notwithstanding the foregoing, Seller shall not enter into any settlement or compromise or consent to the entry of any claim, action or proceeding relating to Taxes imposed judgment with respect to such Third Party Claim without the operations prior written consent of the Company Indemnified Person, except if the proposed settlement, compromise or judgment (i) includes an express, complete and unconditional general release by the Third Party asserting the Third Party Claim of all Indemnified Persons from all Liabilities in respect of such Third Party Claim with prejudice, (ii) does not require any admission or finding of wrongdoing on behalf of any Indemnified Person and (iii) does not impose any injunctive or other equitable remedies or other obligation on any Indemnified Person other than the payment of money damages for which could effect taxable period(s) of each Indemnified Person will be indemnified to the Company after extent provided for hereunder (subject to the Closing Date without consulting Buyerlimitations set forth in this Article XI).

Settlement or Compromise. Any settlement or compromise made or caused ------------------------ to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any claim, suit, action or proceeding such Third Party Claim shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) subject to Section 13.7 hereof, no obligation, restriction restriction, course of conduct or Loss shall be imposed on the Indemnified Person or the Business, as the case may be, as a result of such settlement without its the prior written consentconsent of such Indemnified Person; and (b) the Indemnifying Person shall not enter into any such settlement or compromise without obtaining a duly executed unconditional release of the Indemnified Person from all liability in respect of such Third Party Claim. The Indemnified Person will or the Indemnifying Person, as the case may be, shall give the Indemnifying Person other party hereto at least thirty ten (3010) days' prior written notice of any proposed settlement or compromise of any claim, suit, action or proceeding Third Party Claim it is defending, during which time the Indemnifying Person such other party may reject such proposed settlement or compromise; provided, however, that from and after such . In the event of rejection, the Indemnifying Person such other party shall be obligated to assume the defense of of, and full and complete liability and responsibility for for, such claim, suit, action or proceeding Third Party Claim and any and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. Notwithstanding the foregoing, Seller The foregoing sentence shall not enter into any apply if the basis for the rejection was that the proposed settlement or compromise contained provisions creating non-cash obligations or restrictions, or imposed limitations on the Indemnified Person's future course of any claimconduct, action or proceeding relating to Taxes otherwise imposed with respect to an injunction upon the operations of the Company which could effect taxable period(s) of the Company after the Closing Date without consulting BuyerIndemnified Person.

Settlement or Compromise. Any settlement or compromise made or caused ------------------------ to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 7.5 or Section 7.6 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that no obligation, restriction or Loss shall be imposed on the Indemnified Person or the Indemnifying Person (other than obligations arising under this Agreement) as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld. The Indemnified Person will give the Indemnifying Person at least thirty fifteen (3015) days' notice of any proposed settlement or compromise of any claim, suit, action or proceeding referred to in Section 7.5 that it is defending, during which time the Indemnifying Person may may, on reasonable grounds, reject such proposed settlement or compromise; provided, however, that from and after such rejection, the Indemnifying Person shall be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding and any and all Losses in connection therewith in excess of therewith. Likewise, the amount of unindemnifiable Losses which Indemnifying Person will give the Indemnified Person would have been obligated to pay under the at least fifteen (15) days' notice of any proposed settlement or compromise. Notwithstanding the foregoing, Seller shall not enter into any settlement or compromise of any claim, suit, action or proceeding relating referred to Taxes imposed with respect in Section 7.5 that it is defending, during which time the Indemnified Person may, on reasonable grounds, reject such proposed settlement or compromise; provided, that from and after such rejection, the Indemnified Person shall defend the claim at its expense and the Indemnifying Person's liability shall be limited to the operations amount of the Company which could effect taxable period(s) of the Company after the Closing Date without consulting Buyerproposed settlement or compromise.

Settlement or Compromise. Any settlement or compromise made or caused ------------------------ to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any claim, suit, action or proceeding such Third Party Claim shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that (a) subject to Section 13.7 hereof, no obligation, restriction restriction, course of conduct or Loss shall be imposed on the Indemnified Person or the Business, as the case may be, as a result of such settlement without its the prior written consentconsent of such Indemnified Person; and (b) the Indemnifying Person shall not enter into any such settlement or compromise without obtaining a duly executed unconditional release of the Indemnified Person from all liability in respect of such Third Party Claim. The Indemnified Person will or the Indemnifying Person, as the September 9, 2004 (Steel Mills) case may be, shall give the Indemnifying Person other party hexxxx at least thirty ten (3010) days' prior written notice of any proposed settlement or compromise of any claim, suit, action or proceeding Third Party Claim it is defending, during which time the Indemnifying Person such other party may reject such proposed settlement or compromise; provided, however, that from and after such . In the event of rejection, the Indemnifying Person such other party shall be obligated to assume the defense of of, and full and complete liability and responsibility for for, such claim, suit, action or proceeding Third Party Claim and any and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise. Notwithstanding the foregoing, Seller The foregoing sentence shall not enter into any apply if the basis for the rejection was that the proposed settlement or compromise contained provisions creating non-cash obligations or restrictions, or imposed limitations on the Indemnified Person's future course of any claimconduct, action or proceeding relating to Taxes otherwise imposed with respect to an injunction upon the operations of the Company which could effect taxable period(s) of the Company after the Closing Date without consulting BuyerIndemnified Person.