Common use of Defense; Settlement Clause in Contracts

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses actually and reasonably incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which which, in the opinion of Independent Counsel, could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee or any Affiliate Indemnitor affiliated with Indemnitee and includes an unconditional unconditional, full release of Indemnitee and Affiliate Indemnitors by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters; provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel (selected pursuant to Section 9(e) of this Agreement) has approved the settlement.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. (i) The Company Companies shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee Indemnitee, or any proceeding which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee Indemnitee, unless (i) such settlement solely involves the payment of money or performance of any obligation by persons Persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceedingmatters. The Company Companies shall not be obligated to indemnify Indemnitee against for amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s Companies’ prior written consent, which consent shall not be unreasonably withheld. (ii) In any Proceeding in connection with which Indemnitee has submitted a Company with a written request for advancement and/or indemnification of Expenses pursuant to Section 9(c) of this Agreement, delayed such Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of such Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee, and retention of such counsel by such Company, Indemnitee shall nevertheless be entitled to employ or conditioned, continue to employ his own counsel in such Proceeding. Employment of such counsel by Indemnitee shall be at the cost and expense of the Companies unless such settlement solely involves and until the payment Companies shall have demonstrated to the reasonable satisfaction of money or performance Indemnitee and Indemnitee’s counsel that there is no conflict of any obligation by persons other than interest between the Company and includes an unconditional release Indemnitee in such Proceeding, after which time, further employment of the Company such counsel by any party to such Proceeding other than the Indemnitee from all liability on any matters that are shall be at the subject cost and expense of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such mattersIndemnitee.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies deny all wrongdoing in connection with such matters.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company IMS Companies shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional unconditional, full release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has IMS Companies have fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company IMS Companies shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s IMS Companies’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company IMS Companies and includes an unconditional release of the Company IMS Companies by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies IMS Companies deny all wrongdoing in connection with such matters.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company Rosehill Companies shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional unconditional, full release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has Rosehill Companies have fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company Rosehill Companies shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s Rosehill Companies’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company Rosehill Companies and includes an unconditional release of the Company Rosehill Companies by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies Rosehill Companies deny all wrongdoing in connection with such matters.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which which, in the reasonable opinion of Independent Counsel (as defined in Section 15 of this Agreement), could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional unconditional, full release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. (i) The Company Companies shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee Indemnitee, or any proceeding which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee Indemnitee, unless (i) such settlement solely involves the payment of money or performance of any obligation by persons Persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceedingmatters. The Company Companies shall not be obligated to indemnify Indemnitee against for amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s Companies’ prior written consent, which consent shall not be unreasonably withheld. (ii) In any Proceeding in connection with which Indemnitee has submitted a Company with a written request for advancement and/or indemnification of Expenses pursuant to Section 9(c), delayed such Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of such Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee, and retention of such counsel by such Company, Indemnitee shall nevertheless be entitled to employ or conditioned, continue to employ his own counsel in such Proceeding. Employment of such counsel by Indemnitee shall be at the cost and expense of the Companies unless such settlement solely involves and until the payment Companies shall have demonstrated to the reasonable satisfaction of money or performance Indemnitee and Indemnitee’s counsel that there is no conflict of any obligation by persons other than interest between the Company and includes an unconditional release Indemnitee in such Proceeding, after which time, further employment of the Company such counsel by any party to such Proceeding other than the Indemnitee from all liability on any matters that are shall be at the subject cost and expense of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such mattersIndemnitee.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. (i) The Company Companies shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee Indemnitee, or any Proceeding which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee or disclosure obligation with respect to Indemnitee, unless (i) such settlement solely involves the payment of money or performance of any obligation by persons Persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceedingmatters. The Company Companies shall not be obligated to indemnify Indemnitee against for amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s Companies’ prior written consent, which consent shall not be unreasonably withheld. (ii) In any Proceeding in connection with which Indemnitee has submitted a Company with a written request for advancement and/or indemnification of Expenses pursuant to Section 9(c) of this Agreement, delayed such Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of such Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee, and retention of such counsel by such Company, Indemnitee shall nevertheless be entitled to employ or conditioned, continue to employ his own counsel in such Proceeding. Employment of such counsel by Indemnitee shall be at the cost and expense of the Companies unless such settlement solely involves and until the payment Companies shall have demonstrated to the reasonable satisfaction of money or performance Indemnitee and Indemnitee’s counsel that there is no conflict of any obligation by persons other than interest between the Company and includes an unconditional release Indemnitee in such Proceeding, after which time, further employment of the Company such counsel by any party to such Proceeding other than the Indemnitee from all liability on any matters that are shall be at the subject cost and expense of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such mattersIndemnitee.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which which, in the reasonable opinion of independent counsel, could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional unconditional, full release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all and/or makes no admission of any wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all and/or makes no admission of any wrongdoing in connection with such matters.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which which, in the opinion of Independent Counsel (as hereinafter defined), could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee or any Affiliate Indemnitor affiliated with Indemnitee and includes an unconditional unconditional, full release of Indemnitee and Affiliate Indemnitors by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters; provided, however, that if a Change in Control (as hereinafter defined) has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel (selected pursuant to Section 9(e) of this Agreement) has approved the settlement.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company ATD Companies shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional unconditional, full release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has ATD Companies have fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company ATD Companies shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s ATD Companies’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company ATD Companies and includes an unconditional release of the Company ATD Companies by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies ATD Companies deny all wrongdoing in connection with such matters.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which which, in the reasonable opinion of independent counsel, could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional unconditional, full release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.

Defense; Settlement. Subject to the terms of any applicable liability insurance policy maintained by the Company, Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s 's sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money by persons other than Indemnitee or performance of any obligation by persons other than Indemnitee Indemnitee, and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s 's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money by persons other than the Company or performance of any obligation by persons other than the Company Company, and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters. The Company and the Indemnitee shall comply with the terms of any applicable liability insurance policies in effecting the settlement of any Proceeding.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. (i) The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee Indemnitee, or any proceeding which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee Indemnitee, unless (i) such settlement solely involves the payment of money or performance of any obligation by persons Persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceedingmatters. The Company shall not be obligated to indemnify Indemnitee against for amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld. (ii) In any Proceeding in connection with which Indemnitee has submitted a written request to the Company for advancement and/or indemnification of Expenses pursuant to Section 9(c) of this Agreement, delayed the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee, and retention of such counsel by the Company, Indemnitee shall nevertheless be entitled to employ or conditioned, continue to employ his own counsel in such Proceeding. Employment of such counsel by Indemnitee shall be at the cost and expense of the Company unless such settlement solely involves and until the payment Company shall have demonstrated to the reasonable satisfaction of money or performance Indemnitee and Indemnitee’s counsel that there is no conflict of any obligation by persons other than interest between the Company and includes an unconditional release Indemnitee in such Proceeding, after which time, further employment of the Company such counsel by any party to such Proceeding other than the Indemnitee from all liability on any matters that are shall be at the subject cost and expense of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such mattersIndemnitee.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company PQ Companies shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which which, in the reasonable opinion of Independent Counsel (as hereinafter defined), could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional unconditional, full release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has PQ Companies have fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company PQ Companies shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s PQ Companies’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company PQ Companies and includes an unconditional release of the Company PQ Companies by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies PQ Companies deny all wrongdoing in connection with such matters.

Defense; Settlement. (i) In any Proceeding involving Indemnitee and also involving a Gymboree Company and/or one or more other directors or officers of any Gymboree Company, Indemnitee shall have the sole right and obligation to control Indemnitee’s defense of the Proceeding, or at the sole election of the Indemnitee, to tender control of the defense to any Gymboree Company, which such company shall be entitled to elect whether to accept and assume the defense; provided, however, that if Indemnitee does not tender control of the defense to any Gymboree Company, Indemnitee shall agree, pursuant to Section 9(b)(ii), below, with such other directors and officers to retain a single law firm (and, if appropriate, one local law firm), approved by the Company, which approval shall not be unreasonably withheld, delayed or conditioned, to represent Indemnitee and such other director(s) and officer(s) and any Gymboree Company (if mutually agreed by the Indemnitees and any Gymboree Company), unless (1) Indemnitee (based on advice of legal counsel to Indemnitee) or such law firm reasonably concludes the use of such law firm to represent the Indemnitee and such other director(s) or officer(s) or any Gymboree Company would present such counsel with an actual or potential conflict of interest that is reasonably likely to occur or other significant divergence of interest, or (2) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, in which case the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel) at the Gymboree Companies’ expense; provided, that the fewest number of counsels necessary to avoid conflicts of interest shall be used. In any Proceeding involving Indemnitee but not also involving any Gymboree Company and/or one or more other directors or officers of any claim Gymboree Company, Indemnitee shall have the right and obligation to control Indemnitee’s defense of the Proceeding, Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel) approved by the Company, which approval shall not be unreasonably withheld, at the Gymboree Companies’ expense, provided, however, that Indemnitee may, at the sole election of the Indemnitee, tender control of the defense to any Gymboree Company, which such company shall be entitled to elect whether to accept and assume the defense. After notice from any Gymboree Company to Indemnitee of its election to accept and assume the defense, the Gymboree Companies will not be liable to Indemnitee under this Agreement for any attorneys’ fees or Proceeding costs subsequently incurred by Indemnitee in connection with respect Indemnitee’s defense except to the extent that Indemnitee (based on advice of legal counsel to Indemnitee) reasonably concludes the use of the same law firm to represent the Indemnitee and such other director(s) or officer(s) or any Gymboree Company would present such counsel with an actual or potential conflict of interest (including but not limited to, legal defenses available to Indemnitee that are not available to other director(s) or officer(s)) that is reasonably likely to occur or other significant divergence of interest such that individual counsel is warranted. (ii) In the event Indemnitee does not tender control of the defense to any Gymboree Company, Indemnitee shall reasonably cooperate with such other directors and officers to choose a single law firm to represent them. The If there is a disagreement between Indemnitee and such other directors or officers as to which law firm shall be selected and no one (based on advice of legal counsel to such person) has reasonably concluded that there is an actual or potential conflict of interest (including but not limited to, legal defenses available to Indemnitee that are not available to other director(s) or officer(s)) such that individual counsel is warranted, the Designating Stockholder shall select the law firm, subject to approval by the Company, which approval shall not be unreasonably withheld, delayed or conditioned. (iii) In the event that: (a) defense of a matter is tendered to any Gymboree Company, such Indemnitee will cooperate in the defense of any such matter, including providing to the Gymboree Companies and such counsel, upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such defense, and Gymboree Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of settle any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes in any cost, liability, exposure or burden on Indemnitee unless manner that would: (i) such settlement solely involves the payment impose any fine or other obligation on Indemnitee, including an admission of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses incurred by Indemnitee or culpability on behalf of Indemnitee or (ii) not include a full release of Indemnitee from all liability in connection with respect of such Proceeding. The Company action, suit or proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. (b) any Indemnitee controls his, her or their own defense, the Gymboree Companies shall not be obligated to indemnify Indemnitee against amounts paid in liable for any settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s their prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves or delayed; and provided, further, that the payment of money or performance of Gymboree Companies shall not have any obligation by persons other than hereunder to any Indemnitee if and to the Company extent that a court of competent jurisdiction shall ultimately determine, and includes an unconditional release of such determination shall have become final, that the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject indemnification of such Proceeding and an acknowledgment that Indemnitee in the Company denies all wrongdoing in connection with such mattersmanner contemplated hereby is prohibited by applicable legal requirements.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding action, suit or proceeding with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding action, suit or proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding action, suit or proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses cost and expenses (including attorneys’ fees) incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceedingaction, suit or proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding an action, suit or proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding action, suit or proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding action, suit or proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company Nexeo Companies shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional unconditional, full release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has Nexeo Companies have fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company Nexeo Companies shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s Nexeo Companies’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company Nexeo Companies and includes an unconditional release of the Company Nexeo Companies by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies Nexeo Companies deny all wrongdoing in connection with such matters.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional unconditional, full release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s ’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.

Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee. The Company Quintiles IMS Companies shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional unconditional, full release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has Quintiles IMS Companies have fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company Quintiles IMS Companies shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s Quintiles IMS Companies’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company Quintiles IMS Companies and includes an unconditional release of the Company Quintiles IMS Companies by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies Quintiles IMS Companies deny all wrongdoing in connection with such matters.

Defense; Settlement. Indemnitee The Company shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding with respect to Indemnitee unless Indemnitee, in Indemnitee’s sole discretion, elects to control the defense or conduct with respect to such claim or Proceeding. The If Indemnitee so elects, Indemnitee shall provide written notice to the Company of such election no later than 30 days after Indemnitee submits notice of such claim or Proceeding to the Company. In the absence of a timely written election by Xxxxxxxxxx, the Company shall assume the right and obligation to control the defense or conduct of such claim or Proceeding. Indemnitee shall not, without the prior written consent of Indemniteethe Company, which may consent shall not be provided unreasonably withheld, delayed or withheld in Indemnitee’s sole discretionconditioned, effect any settlement of any Proceeding against Indemnitee or which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection with such ProceedingIndemnitee. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.