Indemnified Party's Rights. Anything in thisSection 7 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right to defend, compromise or settle such Claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the 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 Liability in respect of such Claim.
Indemnified Party's Rights. Notwithstanding anything to the contrary in this Article 7, (i) if there is a reasonable probability that the Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party shall have the right to defend, compromise or settle the Third Party Claim or consent to the entry of judgment with respect to the Third Party Claim, and (ii) the Indemnifying Party shall not, without the written prior consent of the Indemnified Party, settle or compromise the Third Party Claim, or consent to the entry of judgment with respect to the Third Party, that 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 Liability in respect of the Third Party Claim.
Indemnified Party's Rights. Anything in this Section 11 to the contrary notwithstanding, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the 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 Liability in respect of such Claim.
Indemnified Party's Rights. Anything in this Section 10 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right to defend, compromise or settle such Claim with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the 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 Liability in respect of such Claim.
Indemnified Party's Rights. The Indemnifying Party shall lose its right to contest, defend and litigate the Third Party Claim if it shall fail to diligently contest the Third Party Claim. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party is not entitled or fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this Section 8.7, or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend and litigate such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable; provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 8.7, the Indemnified Party so contests, defends, litigates or settles a Third Party Claim for which it is entitled to indemnification hereunder, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and other expenses of contesting, defending, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses.
Indemnified Party's Rights. Anything in thisSection 8 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right to participate at its own cost and expense in the defense, compromise and settlement of such Claim; (ii) if the Indemnifying Party fails to assume the defense of a Claim, the Indemnified Party shall have the right to defend, compromise and settle such Claim; and (iii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, which approval shall not be unreasonably delayed or withheld, settle or compromise any Claim or consent to the 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 Liability in respect of such Claim.
Indemnified Party's Rights. Notwithstanding anything contained in this Article IV to the contrary, (i) if there is a reasonable probability that a Claim will materially and adversely affect any Indemnified Party other than as a result of money damages or other money payments, such Indemnified Party shall have the right to defend, compromise or settle such Claim to the extent such Claim relates to the Indemnified Party (subject, in the case of defense, to the approval of counsel selected by it by the Indemnifying Party, and, in the case of compromises and settlements, to the consent of the Indemnifying Party, which approval or consent shall not, in any case, be unreasonably withheld, delayed or conditioned), and (ii) no consent order shall be entered into or Claim settled with respect to an Indemnified Party unless the Indemnified Party has given its prior written consent thereto; provided, however, that the Indemnified Party shall consent to any settlement, compromise or discharge of such Claim that the Indemnifying Party may recommend that by its terms unconditionally and fully releases the Indemnified Party from all Claims, Liabilities and Losses with respect to the matters giving rise to such Claim and which does not impose any form of injunctive relief on such Indemnified Party.
Indemnified Party's Rights. Notwithstanding anything to the contrary in this ARTICLE 8, (i) if there is a reasonable probability that any Third Party Claim may adversely affect the Indemnified Party other than as a result of money damages or other monetary payments, if any Third Party Claim involves a demand for money damages or other monetary payments that exceed the Indemnifying Party’s then current indemnification obligations under this ARTICLE 8 (giving effect to the limitations set forth in this ARTICLE 8) of if any Third Party Claim involves any criminal claim, inquiry or investigation, then the Indemnified Party shall have the right to defend, compromise or settle the Third Party Claim or consent to the entry of judgment with respect to the Third Party Claim, provided that the Indemnified Party shall not compromise or settle the Third Party Claim, or consent to the entry of judgment with respect to the Third Party Claim, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), and (ii) the Indemnifying Party shall not settle or compromise, or consent to the entry of judgment with respect to, any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed).
Indemnified Party's Rights. Anything in this Section 11 to the contrary notwithstanding, (a) if there is a reasonable probability that a Claim may materially and adversely affect Buyer other than as a result of money damages or other money payments for such Claim, or if the amount of the Claim being asserted exceeds (in Buyer's judgment) by more than $200,000 the insurance coverage which has been admitted by the applicable insurance carriers, Buyer shall have the sole right to defend, compromise or settle such Claim and shall be entitled to recover from Seller for such amounts, (b) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any Claim or consent to the 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 liability in respect of such Claim, and (c) Buyer shall have the exclusive right to defend and settle breach of warranty claims for Products.
Indemnified Party's Rights. So long as the Indemnifying Party is conducting the defense of the Indemnification Claim in accordance with this Agreement, (i) the Indemnified Party may retain separate co-counsel, at its sole cost and expense, and participate in the defense of the Indemnification Claim and (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the prior written consent of the Indemnifying Party which consent will not be unreasonably withheld or delayed.
