Common use of Defense and Settlement of Claims Clause in Contracts

Defense and Settlement of Claims. The rights, obligations and liabilities of the parties hereto with respect to any action, claim, suit, proceeding or assertion of liability by any person who is not a party to the Agreement (an "Action") as a result of which a party (the "Indemnified Party") is to be indemnified by the other party (the "Indemnifying Party") pursuant to Section 12.1 or Section 12.2, shall be subject to the following terms and conditions. (a) The Indemnified Party shall give prompt written notice to the Indemnifying Party of any Action, stating the nature and basis of the Action and the amount claimed thereunder, to the extent known, together with a copy of any claim, process or other document asserting or commencing the Action; provided, however, that any failure to give such notice will relieve the Indemnifying Party of liability only to the extent that the Indemnifying Party is prejudiced as a result of such failure. (b) The Action shall be defended (including all proceedings on appeal or for review which counsel for the Indemnified Party shall deem appropriate) by the Indemnifying Party at the sole expense and liability of the Indemnifying Party, provided that within a reasonable time after the giving of such notice by the Indemnified Party, the Indemnifying Party shall have: (i) notified the Indemnified Party in writing of the Indemnifying Party's intention to assume the defense thereof, (ii) provided evidence satisfactory to the Indemnified Party of the Indemnifying Party's ability to pay in full any amount (including interest and penalties) for which the Indemnified Party may be liable as a result of such Action, and (iii) retained legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party shall have the right to employ its own counsel in any such Action, but the fees and expenses of such counsel shall be at the Indemnified Party's own expense unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party, (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Indemnifying Party shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action. (c) The Indemnifying Party shall keep the Indemnified Party fully informed of such Action at all stages thereof whether or not the Indemnified Party is represented. Each party shall make available to the other party and its attorneys and accountants all books and records of such party relating to such Action, and the parties hereto shall render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of the Action. (d) The Indemnifying Party shall not, without consent of the Indemnified Party, which consent will not be unreasonably withheld, settle or compromise any Action or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all claims against the Indemnified Party in respect of the Action.

Defense and Settlement of Claims. The rights, obligations and liabilities In the case of the parties hereto with respect to any action, claim, suit, proceeding or assertion of liability by any person who is not a party to the Agreement (an "Action") as a result of which a party (the "Indemnified Party") is to be indemnified by the other party (the "Indemnifying Party") such claim pursuant to Section 12.1 or Section 12.2which only the recovery of a sum of money is being sought, shall be subject to the following terms and conditions. (a) The Indemnified Indemnifying Party shall give prompt may, by giving written notice to the Indemnifying Party of any Action, stating the nature and basis of the Action and the amount claimed thereunder, to the extent known, together with a copy of any claim, process or other document asserting or commencing the Action; provided, however, that any failure to give such notice will relieve the Indemnifying Party of liability only to the extent that the Indemnifying Party is prejudiced as a result of such failure. (b) The Action shall be defended (including all proceedings on appeal or for review which counsel for the Indemnified Party shall deem appropriate) by the Indemnifying Party at the sole expense and liability of the Indemnifying Party, provided that within a reasonable time after the giving of such notice by the Indemnified Party, the Indemnifying Party shall have: (i) notified the Indemnified Party in writing of the Indemnifying Party's intention to assume the defense thereof. In such case, (iii) provided evidence satisfactory to the Indemnifying Party will defend the Indemnified Party against such matter with counsel of the Indemnifying Party's ability to pay in full any amount (including interest and penalties) for which the Indemnified Party may be liable as a result of such Action, and (iii) retained legal counsel its choice reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party shall have the right to employ its own counsel in any such Action, but the fees and expenses of such counsel shall be at the Indemnified Party's own expense unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party, (ii) the Indemnified Party shall have reasonably concluded may retain separate co-counsel at its sole cost and expense. In the event that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct is not entitled to, or does not, assume control of the defense of such action (in which case a claim pursuant to the terms of this Section 9.5(b), the Indemnifying Party may retain separate co-counsel at its sole cost and expense to participate in such defense and, in any event, the Indemnified Party shall not have (A) provide the right Indemnifying Party with all material information requested by such party relating to direct the defense of such action on behalf of the Indemnified Party)claim, or (iiiB) confer with the Indemnifying Party shall not in fact have employed counsel reasonably satisfactory as to the most cost-effective manner in which to defend such claim and (C) use its reasonable efforts to minimize the cost of defending such claim. The Indemnified Party will not consent to assume the defense entry of any judgment or enter into any settlement with respect to such action. (c) The matter without the written consent of the Indemnifying Party shall keep the Indemnified Party fully informed of such Action at all stages thereof whether or (not the Indemnified Party is represented. Each party shall make available to the other party and its attorneys and accountants all books and records of such party relating to such Actionbe withheld unreasonably), and the parties hereto shall render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of the Action. (d) The Indemnifying Party shall not, will not consent to the entry of any judgment or enter into any settlement with respect to such matter without the written consent of the Indemnified Party (not to be withheld unreasonably). Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such claim, but the Indemnifying Party will not be bound by any determination of any claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which consent will may not be unreasonably withheld, settle or compromise any Action or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all claims against the Indemnified Party in respect of the Action).

Defense and Settlement of Claims. The rights, obligations and liabilities In the case of (A) any such claim described in Section 10.5(a) or (B) any claim of a third party (including any Taxing Authority) existing as of the parties hereto Closing Date against any Indemnified Party with respect to any action, claim, suit, proceeding or assertion of liability by any person who is not matter that may give rise to a party to the Agreement (claim for indemnification against an "Action") as a result of which a party (the "Indemnified Party") is to be indemnified by the other party (the "Indemnifying Party") , in each case, pursuant to Section 12.1 or Section 12.2, shall be subject to which only the following terms recovery of a sum of money is being sought and conditions. (a) The Indemnified Party shall give prompt written notice to the Indemnifying Party of any Action, stating the nature and basis of the Action and the amount claimed thereunder, to the extent known, together enters into an agreement with a copy of any claim, process or other document asserting or commencing the Action; provided, however, that any failure to give such notice will relieve the Indemnifying Party of liability only to the extent that the Indemnifying Party is prejudiced as a result of such failure. (b) The Action shall be defended (including all proceedings on appeal or for review which counsel for the Indemnified Party shall deem appropriate) by the Indemnifying Party at the sole expense (in form and liability of the Indemnifying Party, provided that within a reasonable time after the giving of such notice by the Indemnified Party, the Indemnifying Party shall have: (i) notified the Indemnified Party in writing of the Indemnifying Party's intention to assume the defense thereof, (ii) provided evidence satisfactory to the Indemnified Party of the Indemnifying Party's ability to pay in full any amount (including interest and penalties) for which the Indemnified Party may be liable as a result of such Action, and (iii) retained legal counsel substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to conduct the defense be fully responsible (with no reservation of such Action. The Indemnified Party shall have any rights other than the right to employ its own counsel in any such Action, but be subrogated to the fees and expenses rights of such counsel shall be at the Indemnified Party's own expense unless ) for all Losses relating to such claim, the Indemnifying Party may, by giving written notice to the Indemnified Party, assume the defense thereof (including any discussions or settlement negotiations with such Taxing Authority). In such case, (i) the employment of counsel by such Indemnifying Party will defend the Indemnified Party has been authorized by against such matter with counsel of its choice reasonably satisfactory to the Indemnifying Indemnified Party, subject to approval of an insurance company providing coverage for the Losses, if any, and (ii) the Indemnified Party shall have reasonably concluded may retain separate co-counsel at its sole cost and expense (except that there may be a conflict of interest between the Indemnifying Party will be responsible for the fees and expenses of any separate counsel to the Indemnified Party in incurred prior to the conduct date upon which the Indemnifying Party effectively assumes control of such defense). In the event that the Indemnifying Party is not entitled to, or does not, assume control of the defense of such action (in which case a claim pursuant to the terms of this Section 10.5(b), the Indemnifying Party may retain separate co-counsel at its sole cost and expense to participate in such defense and, in any event, the Indemnified Party shall not have (A) provide the right Indemnifying Party with all material information requested by such party relating to direct the defense of such action on behalf of the Indemnified Party)claim, or (iiiB) confer with the Indemnifying Party shall not in fact have employed counsel reasonably satisfactory as to the most cost-effective manner in which to defend such claim and (C) use its reasonable efforts to minimize the cost of defending such claim. The Indemnified Party will not consent to assume the defense entry of any judgment or enter into any settlement with respect to such action. (c) The matter without the written consent of the Indemnifying Party shall keep the Indemnified Party fully informed of such Action at all stages thereof whether or (not the Indemnified Party is represented. Each party shall make available to the other party and its attorneys and accountants all books and records of such party relating to such Actionbe withheld unreasonably), and the parties hereto shall render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of the Action. (d) The Indemnifying Party shall not, will not consent to the entry of any judgment or enter into any settlement with respect to such matter without the written consent of the Indemnified Party (not to be withheld unreasonably). Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such claim, but the Indemnifying Party will not be bound by any determination of any claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which consent will may not be unreasonably withheld, settle or compromise any Action or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all claims against the Indemnified Party in respect of the Action).

Defense and Settlement of Claims. The rights, obligations and liabilities Each Indemnified Party seeking indemnification hereunder will permit the Indemnifying Party (at the expense of the parties hereto with respect Indemnifying Party) to any actionassume the defense of such Claim, claimprovided, suit, proceeding or assertion that (i) counsel for the Indemnifying Party who will conduct the defense of liability by any person who is not a party such Claim must be reasonably satisfactory to the Agreement such Indemnified Party and (an "Action"ii) as a result of which a party (the "such Indemnified Party may participate in such defense at such Indemnified Party") is to be indemnified by ’s expense. Except with the other party (prior written consent of the "Indemnified Party seeking indemnification hereunder, the Indemnifying Party") pursuant , in the defense of any Claim, will not consent to Section 12.1 entry of any judgment or Section 12.2, shall be subject to enter into any settlement. In the following terms and conditions. (a) The event that any Indemnified Party shall give prompt written notice seeking indemnification hereunder has been advised by counsel for the Indemnifying Party that such Indemnified Party may have available to it one or more defenses or counterclaims that are different from, or in addition to, one or more of those that may be available to the Indemnifying Party of any Action, stating the nature and basis of the Action and the amount claimed thereunder, to the extent known, together with a copy of any claim, process or other document asserting or commencing the Action; provided, however, that any failure to give such notice will relieve the Indemnifying Party of liability only to the extent that the Indemnifying Party is prejudiced as a result in respect of such failure. (b) The Action shall be defended (including all proceedings on appeal Claim and, in such counsel’s reasonable opinion, such counsel could not assert such defenses or for review which counsel for the counterclaims without creating a conflict of interest, such Indemnified Party shall deem appropriate) by will have the Indemnifying Party right to take over and assume control over the defense of such claim at the sole expense and liability cost of the Indemnifying Party, provided that within a reasonable time after the giving of if such notice by the Indemnified Party, the Indemnifying Party shall have: (i) notified the Indemnified Party in writing does so take over and assume control, such Indemnified Party will not settle such claim without the written consent of the Indemnifying Party's intention to assume . In the event that the Indemnifying Party does not accept the defense thereofof any matter as above provided, (ii) provided evidence satisfactory to the Indemnified Party seeking indemnification hereunder will have the right to defend against such Claim, provided that such Indemnified Party will not settle such Claim without the written consent of the Indemnifying Party's ability to pay in full . In any amount (including interest and penalties) for which the event, any Indemnified Party may be liable as a result of such Action, seeking indemnification hereunder and (iii) retained legal counsel reasonably satisfactory to the Indemnified Indemnifying Party to conduct will cooperate in the defense of such Action. The Indemnified Party shall have the right any claim subject to employ its own counsel in any such Action, but the fees and expenses of such counsel shall be at the Indemnified Party's own expense unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party, (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Indemnifying Party shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such actionthis Section entitled “Indemnification”. (c) The Indemnifying Party shall keep the Indemnified Party fully informed of such Action at all stages thereof whether or not the Indemnified Party is represented. Each party shall make available to the other party and its attorneys and accountants all books and records of such party relating to such Action, and the parties hereto shall render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of the Action. (d) The Indemnifying Party shall not, without consent of the Indemnified Party, which consent will not be unreasonably withheld, settle or compromise any Action or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all claims against the Indemnified Party in respect of the Action.

Defense and Settlement of Claims. The rights, obligations and liabilities of the parties hereto with With respect to any actionthird party actions, claimthe Indemnifying Party may, suit, proceeding or assertion of liability by any person who is not a party to the Agreement (an "Action") as a result of which a party (the "Indemnified Party") is to be indemnified by the other party (the "Indemnifying Party") pursuant to Section 12.1 or Section 12.2, shall be subject to the following terms and conditions. (a) The Indemnified Party shall give prompt giving written notice to the Indemnified Party, assume the defense thereof, and the Indemnified Party shall cooperate in the defense thereof provided, however, that the (i) defense of such claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party and pursuant to an opinion of legal counsel to the Indemnified Party, potentially creates a conflict of interest; (ii) claim seeks (and continues to seek) only monetary damages; (iii) claim does not include criminal charges and (iv) Indemnifying Party expressly agrees in writing to be responsible for all Losses relating to such claim, subject to the limitation set forth in this Article 10 (the conditions set forth in clauses (i) through (iv) are, collectively, the “Litigation Conditions”). In such case, (i) the Indemnifying Party will defend the Indemnified Party against such matter with SMRH:224615386.2 49 counsel of its choice (after consultation with the Indemnified Party) and (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense to participate in such defense (except that the Indemnifying Party will be responsible for the fees and expenses of any Action, stating separate counsel to the nature and basis Indemnified Party incurred prior to the date upon which the Indemnifying Party effectively assumes control of such defense). In the event that the Indemnifying Party does not assume control of the Action defense of a claim pursuant to the terms of this Section 10.4(b), the Indemnified Party may continue to defend such claim and the amount claimed thereunderIndemnifying Party may retain separate co-counsel at its sole cost and expense to participate in such defense. If the Indemnifying Party has assumed the defense of a claim as provided in this Section 10.4(b), to the extent known, together Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with a copy the defense of any such claim, process or other document asserting or commencing the Action; provided, however, that if (i) any failure of the Litigation Conditions ceases to give such notice will relieve be met or (ii) the Indemnifying Party of liability only fails to the extent that the Indemnifying Party is prejudiced as a result of take reasonable steps necessary to defend diligently such failure. (b) The Action shall be defended (including all proceedings on appeal or for review which counsel for the Indemnified Party shall deem appropriate) by the Indemnifying Party at the sole expense and liability of the Indemnifying Partyclaim, provided that within a reasonable time after the giving of such notice by the Indemnified Party, the Indemnifying Party shall have: (i) notified the Indemnified Party in writing of the Indemnifying Party's intention to assume the defense thereof, (ii) provided evidence satisfactory to the Indemnified Party of the Indemnifying Party's ability to pay in full any amount (including interest and penalties) for which the Indemnified Party may be liable as a result of such Actionassume its own defense, and (iii) retained legal counsel reasonably satisfactory the Indemnifying Party will be liable, subject to the Indemnified Party to conduct limitations set forth in this Article 10, for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party, if it has assumed the defense of such Action. The Indemnified Party shall have the right to employ its own counsel any claim as provided in any such Actionthis Agreement, but the fees and expenses of such counsel shall be at the Indemnified Party's own expense unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party, (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Indemnifying Party shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action. (c) The Indemnifying Party shall keep the Indemnified Party fully informed of such Action at all stages thereof whether or not the Indemnified Party is represented. Each party shall make available to the other party and its attorneys and accountants all books and records of such party relating to such Action, and the parties hereto shall render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of the Action. (d) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, settle or compromise any Action or consent to a settlement of, or the entry of any judgment which arising from, any such claim that (i) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a complete release from all claims against liability in respect of such claim or (ii) grants any injunctive or equitable relief. If the Indemnifying Party has not assumed the defense of a claim as provided in this Agreement, the Indemnified Party in may settle such claim or consent to the entry of a judgment arising from such claim, subject to the same limitations with respect to treatment of the ActionIndemnifying Party set forth in the previous sentence if the Indemnifying Party is also a party to such claim. If the Indemnifying Party could not assume the defense of such claim (or continue the defense of such claim) because any of the Litigation Conditions (other than the Litigation Condition set forth in clause (iv) thereof) were not met (or ceased to be met), the Indemnified Party may not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to the settlement of, or the entry of any judgment arising from, any such claim that would give rise to indemnifiable Losses. In the case of any third party action by a Taxing Authority, an Indemnifying Party that is defending such action shall (A) provide the Indemnified Party with all material information requested by such party relating to the defense of such claim, (B) confer with the Indemnified Party as to the most cost-effective manner in which to defend such claim and (C) not consent to the entry of any judgment or enter into any settlement with respect to such action without the written consent of the Indemnified Party (not to be withheld unreasonably withheld, conditioned or delayed).

Defense and Settlement of Claims. The rights, obligations and liabilities In the case of the parties hereto with respect to any action, claim, suit, proceeding or assertion of liability by any person who is not a party to the Agreement (an "Action") as a result of which a party (the "Indemnified Party") is to be indemnified by the other party (the "Indemnifying Party") such claim pursuant to Section 12.1 or Section 12.2, shall be subject to which only the following terms recovery of a sum of money is being sought and conditions. (a) The Indemnified Party shall give prompt written notice to the Indemnifying Party of any Action, stating the nature and basis of the Action and the amount claimed thereunder, to the extent known, together enters into an agreement with a copy of any claim, process or other document asserting or commencing the Action; provided, however, that any failure to give such notice will relieve the Indemnifying Party of liability only to the extent that the Indemnifying Party is prejudiced as a result of such failure. (b) The Action shall be defended (including all proceedings on appeal or for review which counsel for the Indemnified Party shall deem appropriate) by the Indemnifying Party at the sole expense (in form and liability of the Indemnifying Party, provided that within a reasonable time after the giving of such notice by the Indemnified Party, the Indemnifying Party shall have: (i) notified the Indemnified Party in writing of the Indemnifying Party's intention to assume the defense thereof, (ii) provided evidence satisfactory to the Indemnified Party of the Indemnifying Party's ability to pay in full any amount (including interest and penalties) for which the Indemnified Party may be liable as a result of such Action, and (iii) retained legal counsel substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to conduct the defense be fully responsible (with no reservation of such Action. The Indemnified Party shall have any rights other than the right to employ its own counsel in any such Action, but be subrogated to the fees and expenses rights of such counsel shall be at the Indemnified Party's own expense unless ) for all Losses relating to such claim, the Indemnifying Party may, by giving written notice to the Indemnified Party, assume the defense thereof. In such case, (i) the employment of counsel by such Indemnifying Party will defend the Indemnified Party has been authorized by against such matter with counsel of its choice reasonably satisfactory to the Indemnifying Indemnified Party, subject to approval of an insurance company providing coverage for the Losses, if any, and (ii) the Indemnified Party shall have reasonably concluded may retain separate co-counsel at its sole cost and expense (except that there may be a conflict of interest between the Indemnifying Party will be responsible for the fees and expenses of any separate counsel to the Indemnified Party in incurred prior to the conduct date upon which the Indemnifying Party effectively assumes control of such defense). In the event that the Indemnifying Party is not entitled to, or does not, assume control of the defense of such action (in which case a claim pursuant to the terms of this Section 7.5(b), the Indemnifying Party may retain separate co-counsel at its sole cost and expense to participate in such defense and, in any event, the Indemnified Party shall not have (A) provide the right Indemnifying Party with all material information requested by such party relating to direct the defense of such action on behalf of the Indemnified Party)claim, or (iiiB) confer with the Indemnifying Party shall not in fact have employed counsel reasonably satisfactory as to the most cost-effective manner in which to defend such claim and (C) use its reasonable efforts to minimize the cost of defending such claim. The Indemnified Party will not consent to assume the defense entry of any judgment or enter into any settlement with respect to such action. (c) The matter without the written consent of the Indemnifying Party shall keep the Indemnified Party fully informed of such Action at all stages thereof whether or (not the Indemnified Party is represented. Each party shall make available to the other party and its attorneys and accountants all books and records of such party relating to such Actionbe withheld unreasonably), and the parties hereto shall render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of the Action. (d) The Indemnifying Party shall not, will not consent to the entry of any judgment or enter into any settlement with respect to such matter without the written consent of the Indemnified Party (not to be withheld unreasonably). Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such claim, but the Indemnifying Party will not be bound by any determination of any claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which consent will may not be unreasonably withheld, settle or compromise any Action or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all claims against the Indemnified Party in respect of the Action).