Common use of CONFIDENTIAL AND PROPRIETARY Clause in Contracts

CONFIDENTIAL AND PROPRIETARY. EXECUTION VERSION in the defense of such Claim on behalf of such Indemnified Party. Should any Indemnified Party be entitled to indemnification under this Section 12.5 as a result of a Claim, and should the Indemnifying Party fail to assume the defense of such Claim, the Indemnified Party may, at the expense of the Indemnifying Party, contest (or, with or without the prior consent of the Indemnifying Party, settle) such Claim. Except to the extent expressly provided herein, no Indemnified Party shall settle any Claim with respect to which it has sought or intends to seek indemnification pursuant to this Section without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. Except to the extent expressly provided herein, no Indemnifying Party shall settle any Claim with respect to which it may be liable to provide indemnification pursuant to this Section without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld; provided, however, that if the Indemnifying Party has reached a bona fide monetary settlement agreement with the plaintiff(s) in any such Claim and the Indemnified Party does not consent to such settlement agreement, then the dollar amount specified in the settlement agreement, plus the Indemnified Party’s legal fees and other costs related to the defense of the Claim prior to the date of such settlement agreement, shall act as an absolute maximum limit on the indemnification obligation of the Indemnifying Party.

CONFIDENTIAL AND PROPRIETARY. EXECUTION VERSION in Person shall deliver to the defense Lessee a written notice waiving the benefits of such Claim on behalf the indemnification of such Indemnified Party. Should any Indemnified Party be entitled to indemnification under Person provided by this Section 12.5 as 11 in connection with such claim, action, proceeding or suit. Notwithstanding the foregoing, if (i) any criminal proceeding is brought against an Indemnified Person, (ii) the claim, action, proceeding or suit seeks damages of more than $10,000,000 or material non-monetary civil liability or penalty, or (iii) independent counsel to an Indemnified Person shall advise such Indemnified Person in writing that there may be a result conflict of a Claiminterest or defenses available to the Indemnified Person which are different from, or additional to, and should may conflict with those available to the Indemnifying Party fail Lessee, the Lessee shall not have the right to assume the defense of any such Claim, action on behalf of the Indemnified Party mayPerson if such Indemnified Person chooses to defend such action, at and all reasonable costs, expenses and attorneys' fees incurred by the expense Indemnified Person in defending such action, including any damages or any settlement amount, shall be borne by the Lessee. Notwithstanding the assumption of its defense by the Indemnifying Party, contest (or, with or without the prior consent of the Indemnifying Party, settle) such Claim. Except to the extent expressly provided herein, no Indemnified Party shall settle any Claim with respect to which it has sought or intends to seek indemnification Lessee pursuant to this Section without paragraph, any Indemnified Person shall have the prior written consent right to employ separate counsel and to participate in its defense, but the fees and expenses of such counsel shall be borne by the Indemnifying PartyIndemnified Person. In addition, the Lessee will not be liable for any settlement of any claim, action, proceeding or suit unless the Lessee has consented thereto in writing (which consent shall not be unreasonably withheldwithheld or delayed). Except Any decision by an Indemnified Person to employ its own counsel rather than counsel selected by the extent expressly provided herein, Lessee (whether or not at the Lessee's expense) shall in no Indemnifying Party shall settle way affect any Claim with respect to which it may be liable to provide indemnification pursuant to rights of such Indemnified Person otherwise arising under this Section without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld; provided, however, that if the Indemnifying Party has reached a bona fide monetary settlement agreement with the plaintiff(s) in any such Claim and the Indemnified Party does not consent to such settlement agreement, then the dollar amount specified in the settlement agreement, plus the Indemnified Party’s legal fees and other costs related to the defense of the Claim prior to the date of such settlement agreement, shall act as an absolute maximum limit on the indemnification obligation of the Indemnifying Party11.

CONFIDENTIAL AND PROPRIETARY. EXECUTION VERSION available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of such Claim on behalf of such Indemnified Party. Should any Indemnified Third-Party be entitled to indemnification under this Section 12.5 as a result of a Claim, and should or then has the Indemnifying Party fail right to assume the defense of such Claimin accordance with this Section 13.5(b), the Indemnified Party mayshall not admit any liability with respect to, at or settle, compromise or discharge, or offer to settle, compromise or discharge, such Third-Party Claim without the expense Indemnifying Party’s prior written consent (not to be unreasonably withheld or delayed) unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party, contest (or, with or without Party is entered against the prior consent of the Indemnifying Party, settle) Indemnified Party for such Third Party Claim. Except to Notwithstanding the extent expressly provided hereinforegoing, no an Indemnified Party shall settle have the right to retain control of the defense of any Third Party Claim in those instances where such Indemnified Party has reasonably anticipated potential Losses in an amount that is materially greater than the remaining amount available under the limitation of liability set forth in Section 13.3 (Limitation on Liability – Monetary Amount); provided that if the Indemnified Party exercises this right, it shall (x) consult with the Indemnifying Party with respect to which it has sought the defense of the Third Party Claim and (y) not admit any liability with respect to, or intends settle, compromise or discharge, or offer to seek indemnification pursuant to this Section settle, compromise or discharge, such Third Party Claim without the prior written consent of the Indemnifying Party, which Party (such consent shall not to be unreasonably withheld. Except to the extent expressly provided herein, no Indemnifying Party shall settle any Claim with respect to which it may be liable to provide indemnification pursuant to this Section without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld; provided, however, that if the Indemnifying Party has reached a bona fide monetary settlement agreement with the plaintiff(s) in any such Claim and the Indemnified Party does not consent to such settlement agreement, then the dollar amount specified in the settlement agreement, plus the Indemnified Party’s legal fees and other costs related to the defense of the Claim prior to the date of such settlement agreement, shall act as an absolute maximum limit on the indemnification obligation of the Indemnifying Partywithheld or delayed).